AAR CORP. filed a Form 8-K on November 2, 2026, disclosing the distribution of a confidential preliminary offering memorandum for a proposed private placement of senior notes totaling $1.915 billion in aggregate principal amount.

Key Highlights

  • Two tranches proposed: $955 million aggregate principal amount of senior notes due 2031 and $960 million aggregate principal amount of senior notes due 2034.
  • Private placement structure: The offering is to be made only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S; the notes have not been and will not be registered under the Securities Act.
  • Preliminary memorandum dated November 2, 2026: The company distributed the confidential preliminary offering memorandum on that same date and issued a press release announcing the launch.
  • Connected to pending acquisition: The filing references the pending acquisition of a controlling interest in MRO Holdings, Inc. pursuant to a Share Purchase Agreement dated September 28, 2026.
  • Furnished, not filed: The information in Item 7.01, including the attached exhibits, is furnished and "shall not be deemed 'filed'" for purposes of Section 18 of the Securities Exchange Act of 1934, according to the filing.

AAR CORP. Proposes Two-Tranche Senior Notes Offering Tied to MRO Holdings Acquisition

AAR CORP. (NYSE:AIR), a Delaware corporation headquartered in Wood Dale, Illinois, filed a current report on November 2, 2026, under Item 7.01 (Regulation FD Disclosure), disclosing that it had distributed a confidential preliminary offering memorandum related to a proposed offering of senior notes. According to the filing, the offering consists of two tranches: $955 million aggregate principal amount of senior notes due 2031 and $960 million aggregate principal amount of senior notes due 2034, for a combined total of $1.915 billion.

The filing states that the offering is to be made exclusively to qualified institutional buyers in an unregistered offering in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S. The notes and related guarantees "have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction," according to the filing. The company attached excerpts from the preliminary offering memorandum as Exhibit 99.1 and the launch press release as Exhibit 99.2 to the current report.

The filing also references the pending "MROH Acquisition," described as the company's acquisition of a controlling interest in MRO Holdings, Inc. pursuant to a Share Purchase Agreement dated September 28, 2026. Forward-looking statements in the filing concerning the offering and the MROH Acquisition are identified by the company as subject to risks and uncertainties, and the filing notes that actual results may differ materially from those anticipated. The company also states that "the furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report is material or complete."

What Was Disclosed

AAR CORP. disclosed a proposed private placement of $955 million in senior notes due 2031 and $960 million in senior notes due 2034, distributed via a confidential preliminary offering memorandum dated November 2, 2026, in connection with a pending acquisition of MRO Holdings, Inc.