{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-111482","form_type":"8-K","ticker":"AIR","cik":"0000001750","company_name":"AAR CORP","filed_at":"2026-09-29T01:13:04+00:00","discovered_at":"2026-09-29T10:05:00.322931+00:00","generated_at":"2026-10-12T13:40:01.982493+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"AAR to acquire 65% of MRO Holdings for ~$2.6B; $231.6M PIPE priced at $104.50/share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-111482","json":"https://secwatch.observer/filing/0001104659-26-111482.json","markdown":"https://secwatch.observer/filing/0001104659-26-111482.md","text":"https://secwatch.observer/filing/0001104659-26-111482.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1750/000110465926111482/0001104659-26-111482-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1750/000110465926111482/tm2626100d3_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T13:40:01.982493+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}