AAR Details $4.0B MRO Holdings Deal: ~$1.0B Equity, 3.8x Pro Forma Leverage
AIR sits 28% above its 52-week low of $76.1.
Summary
AAR's investor presentation puts hard numbers on the MRO Holdings deal for the first time: ~$780M of stock to sellers plus a ~$230M PIPE, ~3.8x pro forma leverage at close, and a combined business at $4.35B adjusted sales with a 15.7% EBITDA margin.
Key Events · M&A and Partnerships · AIR
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Equity Mix Quantified for First Time
About $780M of AAR shares go to MRO Holdings sellers (~12% pro forma ownership) plus a ~$230M PIPE (~5% pro forma), with the balance of the $4.0B enterprise value funded by new debt.
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Pro Forma Scale and Margin Jump
Combined FY26 adjusted sales of $4.35B versus $3.31B standalone, and adjusted EBITDA of $684.6M at a 15.7% margin versus 12.1% — roughly 400 bps of margin uplift before synergies.
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Leverage Guided to 3.8x at Close
Pro forma net leverage of ~3.8x at closing including ~$64M of cost synergies, with a path to ~3.0x within two years and 2.0x-2.5x medium term.
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Call Options Set Path to Full Ownership
AAR can buy an additional 5% at any time and the remaining 30% in three 10% tranches on the 2nd, 3rd and 4th anniversaries, priced at 13.5x-15.25x LTM EV/EBITDA.
Analysis · AIR · Manufacturing
For the first time, investors can see how the $4.0 billion MRO Holdings acquisition is actually paid for. Roughly $780 million of AAR stock goes to the sellers (~12% pro forma ownership) and about $230 million comes from a PIPE (~5%), with the rest debt — so existing holders face meaningful dilution, but the combined company jumps to $4.35 billion of adjusted sales and a 15.7% adjusted EBITDA margin versus 12.1% standalone. Leverage at close is guided to ~3.8x with a path to ~3.0x within two years, which is the number that matters for the credit and for how much cash is left for buybacks. The call-option ladder (5% now, 30% in three 10% tranches at 13.5x-15.25x EBITDA) sets the price of eventually owning the whole business. Closing is expected in the fiscal Q3 ending February 2027, subject to regulatory approvals.
How filings like this one have moved
In the 30 days to Oct 27, 2026, 29.9% of the 1374 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.12%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, AIR was trading at $97.29 on NYSE in the Manufacturing sector, with a market capitalization of approximately $3.9B. The 52-week trading range was $76.10 to $154.00. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.