AAR Corp agreed on 28 September to buy a 65% controlling interest in MRO Holdings, a privately held airframe maintenance provider, for an equity value of about $1.8bn. Including roughly $1.3bn of debt AAR will repay, the deal implies a $4.0bn enterprise value.
Why AAR Corp is buying MRO Holdings (65% stake)
MRO Holdings operates heavy-maintenance facilities in the United States, Mexico, El Salvador and Colombia, and is expected to generate about $1.0bn of sales and $285m of adjusted EBITDA in 2026. AAR is betting on persistent demand for maintenance as airlines keep older aircraft flying longer amid new-jet delivery delays, and targets around $75m of run-rate cost synergies.
“As a significant minority shareholder in MRO Holdings, we are proud to have been part of a period of meaningful growth for the company”
Deal terms and financing
AAR will fund the transaction with about $2.1bn of new debt backed by a bridge loan, around $780m of AAR shares issued to MRO's existing owners at $135 each, and roughly $230m from a PIPE. It has an option to buy the remaining 35% at any time within six years of closing.
Regulatory approvals and timing
Completion is subject to regulatory approvals and is expected in AAR's fiscal third quarter ending February 2027.
Market context
Bain Capital, a significant minority investor in MRO Holdings, will remain a shareholder. The deal is one of several large aviation aftermarket transactions this year as investors chase constrained maintenance capacity.
