AAR Corp (NYSE: AIR), which describes itself as a leading parts, repair and software platform in the aviation aftermarket, said in Wood Dale, Illinois, that it has priced an offering of $955 million in 7.125% senior notes due 2031 and $960 million in 7.375% senior notes due 2034. The 2031 notes mature on 15 November 2031 and the 2034 notes on 15 November 2034. The offering is expected to close on 17 November 2026, subject to customary closing conditions.

AAR intends to use the net proceeds, together with proceeds from its previously announced private placement of 2,215,791 shares of common stock and borrowings under its amended revolving credit facility, to help fund its pending acquisition of a controlling interest in MRO Holdings, Inc., including an intercompany loan to MRO Holdings to refinance its existing debt, along with transaction fees and general corporate purposes. AAR will also issue equity valued at approximately $780.8 million as partial consideration for the acquisition.

If the notes offering closes before the MRO Holdings acquisition, proceeds from each series will be held in escrow pending satisfaction of closing conditions, and the notes will be subject to special mandatory redemption if the acquisition does not close. The notes will not be guaranteed until the acquisition closes and escrow proceeds are released, after which they will be fully and unconditionally guaranteed by AAR’s wholly owned domestic subsidiaries that guarantee its revolving credit facility, subject to certain exceptions.

Note: The notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, and may be offered and sold only to qualified institutional buyers under Rule 144A and to certain non-US persons under Regulation S. AAR states that this release is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities. AAR is headquartered in the Chicago area and operates in over 20 countries across three segments: Parts Supply; Repair, Engineering, and Software; and Government Solutions.