AAR CORP (AIR): M&A transaction — AAR completes $725M acquisition of Triumph Group's Product Support business

AAR CORP

Acquisition closed March 1, 2024 for $725 million in cash, subject to customary adjustments.
Financed with $550 million of 6.750% Senior Notes due 2029 and borrowings under amended credit facility.
Revolving credit facility upsized from $620 million to $825 million; AAR drew approximately $186.2 million.
Acquisition adds over 700 team members and expands AAR's repair capabilities and APAC footprint.
Notes issued by Escrow Issuer, then merged into AAR; guaranteed by domestic subsidiaries.

item 1.01 item 2.01 item 2.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

AAR CORP incurred senior notes of $550,000,000 aggregate principal amount with Wilmington Trust, National Association at 6.750% per annum maturing March 15, 2029.

Instrument: senior notes
Principal: $550,000,000 aggregate principal amount
Counterparty: Wilmington Trust, National Association
Rate: 6.750% per annum
Maturity: March 15, 2029
Event: incurrence

Exact text from the filing

issued $550,000,000 aggregate principal amount of its 6.750% Senior Notes due 2029 (the "Notes") to fund a portion of the purchase price for the Triumph Group Product Support Business Acquisition

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

AAR CORP amended revolving credit of $825.0 million with Wells Fargo Bank, N.A. at 250 basis points (in the case of SOFR loans) and 150 basis points (in the case o.

Instrument: revolving credit
Principal: $825.0 million
Counterparty: Wells Fargo Bank, N.A.
Rate: 250 basis points (in the case of SOFR loans) and 150 basis points (in the case o
Event: amendment

Exact text from the filing

the Revolver Amendment (i) increased the aggregate commitments under the Amended Revolving Credit Facility to $825.0 million, (ii) increased the maximum leverage ratio permitted under the financial covenants applicable to the Amended Revolving Credit Facility and (iii) included an additional pricing level that will increase the interest rate margins on the Amended Revolving Credit Facility to 250 basis points (in the case of SOFR loans) and 150 basis points (in the case of Base Rate loans) if the Company’s adjusted total debt to EBITDA ratio exceeds 3.75:1.00

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

AAR CORP incurred revolving credit of approximately $186.2 million.

Instrument: revolving credit
Principal: approximately $186.2 million
Event: incurrence

Exact text from the filing

the Company borrowed approximately $186.2 million under the Amended Revolving Credit Facility to fund a portion of the purchase price for the Triumph Group Product Support Business Acquisition

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AAR CORP completed an acquisition involving Triumph Group, Inc. and other sellers for $725.0 million (closed 2024-03-01).

Action: acquisition
Counterparty: Triumph Group, Inc. and other sellers
Consideration: $725.0 million
Closing: 2024-03-01

Exact text from the filing

On March 1, 2024, the Company completed the Triumph Product Support Business Acquisition pursuant to the SAPA for a purchase price of $725.0 million, subject to customary adjustments as set forth in the SAPA.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AAR CORP amended Amended Revolving Credit Facility with Wells Fargo Bank, N.A. valued at Amendment increased aggregate commitments to $825.0 million, borrowed $186.2 million (effective 2024-03-01).

Action: amendment
Agreement: credit facility
Counterparty: Wells Fargo Bank, N.A.
Value: Amendment increased aggregate commitments to $825.0 million, borrowed $186.2 million
Effective: 2024-03-01

Exact text from the filing

On March 1, 2024, the Company entered into an amendment (the “Revolver Amendment”) to the Credit Agreement, dated as of December 14, 2022, among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent, which governs the Company’s existing revolving credit facility (the revolving credit facility as amended by the Revolver Amendment, the “Amended Revolving Credit Facility”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AAR CORP entered into Base Indenture, First Supplemental Indenture, and 6.750% Senior Notes due 2029 with Wilmington Trust, National Association valued at $550,000,000 aggregate principal amount (effective 2024-03-01).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Trust, National Association
Value: $550,000,000 aggregate principal amount
Effective: 2024-03-01

Exact text from the filing

On March 1, 2024, AAR Escrow Issuer, LLC (the “Escrow Issuer”), a Delaware limited liability company and wholly owned subsidiary of the Company, issued $550,000,000 aggregate principal amount of its 6.750% Senior Notes due 2029 (the “Notes”) to fund a portion of the purchase price for the Triumph Group Product Support Business Acquisition (the “Note Offering”).

View on SEC.gov

299 debt financings filed in the last 30 days. Browse all debt financings →

AAR CORP filing history →

Source: SEC EDGAR

accession 0001104659-24-029986

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.