Wood Dale, Illinois – September 28, 2026 -- AAR CORP. (NYSE: AIR) has agreed to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4.0 billion, creating what the company calls the largest heavy maintenance MRO operation in the world, servicing nearly 3,000 aircraft annually.
AAR values MRO Holdings at 10.7x forecasted 2026 EBITDA
The valuation represents 10.7 times MRO Holdings' forecasted full calendar year 2026 adjusted EBITDA, factoring in $75 million of anticipated run-rate cost synergies and net of transaction-related tax benefits with an expected present value of approximately $150 million.
MRO Holdings adds over $1 billion in annual revenue from U.S. carriers
MRO Holdings operates 115 lines of airframe maintenance capacity through roughly 10,000 employees across facilities in El Salvador, Mexico, Colombia and the United States, with approximately 90% of its revenue derived from U.S. customers. For calendar year 2026, the target is projected to generate approximately $1.0 billion in sales and $285 million in adjusted EBITDA, an adjusted EBITDA margin near 27%, having converted about 70% of adjusted EBITDA into operating cash flow in 2025.
Combined margin jumps to 16% before synergies, targeting 20% in four years
On a pro forma basis, AAR's consolidated adjusted EBITDA margin rises to approximately 16% before synergies, roughly 400 basis points above AAR's standalone fiscal 2026 results. AAR is targeting a margin of 19% to 20% within three to four years as the $75 million in run-rate synergies from operations optimization, procurement, and SG&A reductions are fully realized. Chairman, President and CEO John M. Holmes said heavy maintenance "is a foundational element" of AAR's integrated Parts, Repair, and Software platform, and expects the deal to drive additional volume through the company's Component MRO facilities.
Deal funded with $2.1 billion in new debt, equity issued at $135 per share
AAR will pay approximately $1.8 billion in equity value for the initial 65% stake and separately repay about $1.3 billion of MRO Holdings' existing borrowings. Financing includes roughly $2.1 billion of new debt, approximately $780 million of equity issued at $135 per share to existing MRO Holdings shareholders, and $230 million from a private investment in public equity offering led by The Pritzker Organization and other institutional investors.
AAR secures option to acquire remaining 35% over four years
AAR will control the MRO Holdings Board of Managers immediately and holds options to acquire the remaining 35% interest: 5% exercisable anytime within six years of closing, with the remaining 30% split into three 10% tranches exercisable on the second, third, and fourth anniversaries. Selling owners, including MRO Holdings Chairman Roberto Kriete and minority shareholder Bain Capital, will remain shareholders subject to customary lockup and voting-support provisions.
Net leverage to peak at 3.6x before falling to 3.0x within two years
AAR expects net leverage of approximately 3.6x at closing, including run-rate synergies, declining to roughly 3.0x within two years as the company receives 100% of MRO Holdings' excess cash flow during that period. AAR is targeting a return to its 2.0x-2.5x leverage range over the medium term while maintaining its BB-category credit rating with S&P and Moody's. The transaction, unanimously approved by AAR's board, is expected to close in AAR's fiscal third quarter ending February 2027, pending regulatory approval.