AAR to acquire 65% of MRO Holdings for ~$2.6B; $231.6M PIPE priced at $104.50/share

AAR CORP

Cash consideration estimated at $1,819,174,310 plus 5,783.894 shares of Series A Convertible Preferred valued at $780,825,690 for 65% of MRO Panama.
AAR has an option to buy an additional 5%; closing expected in fiscal Q3 ending February 2027, subject to regulatory approvals and MRO group pre-closing restructuring.
PIPE: 2,215,791 common shares at $104.50 each, ~$231,550,160 gross, expected to close October 1, 2026, funding part of the cash purchase price.
Termination fee of $100,000,000, or $150,000,000 if AAR extends the Outside Date of September 28, 2027 (extendable to March 28, 2028).
LLC Agreement: AAR NewCo designates 5 of 8 board managers; call-option multiple is greater of 13.5x and AAR's EV/EBITDA, capped at 15.25x; Series A holders face 18-month transfer lockup.

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