AAR Corp. Reports Material Agreement and Acquisition Completion

TL;DR

AAR Corp. just closed an acquisition and signed a new material agreement, likely taking on new debt.

AI Summary

On March 1, 2024, AAR CORP. entered into a material definitive agreement related to the completion of an acquisition. The company also became obligated under a new financial arrangement. This filing indicates potential new debt or financial commitments for AAR CORP.

Why It Matters

This filing signals a significant corporate action for AAR Corp., potentially involving new debt or financial obligations that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation or an obligation under an off-balance sheet arrangement suggests potential new debt or financial commitments that could increase financial risk.

Key Players & Entities

• AAR CORP. (company) — Filer of the 8-K report
• March 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — Common Stock, $1.00 par value AIR UNITED STATES SECUR
• $550,000,000 — owned subsidiary of the Company, issued $550,000,000 aggregate principal amount of its 6.750
• $825.0 m — he Amended Revolving Credit Facility to $825.0 million, (ii) increased the maximum lever
• $186.2 million — ent, the Company borrowed approximately $186.2 million under the Amended Revolving Credit Faci
• $725.0 m — ant to the SAPA for a purchase price of $725.0 million, subject to customary adjustments

Filing Documents

• tm246820d2_8k.htm (8-K) — 57KB
• tm246820d2_ex4-1.htm (EX-4.1) — 990KB
• tm246820d2_ex4-3.htm (EX-4.3) — 18KB
• tm246820d2_ex10-1.htm (EX-10.1) — 1062KB
• tm246820d2_ex99-1.htm (EX-99.1) — 9KB
• tm246820d2_ex99-2.htm (EX-99.2) — 12KB
• tm246820d2_ex99-5.htm (EX-99.5) — 357KB
• tm246820d2_ex99-1img001.jpg (GRAPHIC) — 73KB
• 0001104659-24-029986.txt ( ) — 3284KB
• air-20240301.xsd (EX-101.SCH) — 3KB
• air-20240301_def.xml (EX-101.DEF) — 28KB
• air-20240301_lab.xml (EX-101.LAB) — 37KB
• air-20240301_pre.xml (EX-101.PRE) — 26KB
• tm246820d2_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Senior Notes, Base Indenture and Supplemental Indenture 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"). The Notes were issued pursuant to an indenture (the "Base Indenture"), dated as of March 1, 2024, between the Escrow Issuer and Wilmington Trust, National Association (the "Trustee"), as trustee, and a First Supplemental Indenture, dated as of March 1, 2024 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Company, the Note Guarantors (as defined below) and the Trustee. In connection with the consummation of the Note Offering, (a) the Escrow Issuer merged with and into the Company, with the Company continuing as the surviving entity, (b) the Company assumed all obligations of the Escrow Issuer under the Notes and the Indenture and became the issuer of the Notes thereunder and (c) the Company's domestic subsidiaries that guarantee the Amended Revolving Credit Facility (as defined below) (collectively, the "Note Guarantors") guaranteed (the "Note Guarantees") all of the Company's obligations under the Notes and the Indenture. The Notes and the Note Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. Interest and Maturity The Notes bear interest at a rate of 6.750% per annum, payable semiannually in cash in arrears on March 15 and September 15 of each

01. Completion of Acquisition or

Item 2.01. Completion of Acquisition or Disposition of Assets. 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. The information set forth above in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the SAPA and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SAPA, a copy of which was attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 21, 2023, and the terms of which are incorporated by reference herein.

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 1, 2024, the Company issued a press release announcing the completion of the Triumph Group Product Support Business Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On February 14, 2024, the Company issued a press release announcing the pricing of the Note Offering. The text of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business to be acquired. The combined financial statements of the Triumph Group Product Support Business as of and for the year ended March 31, 2023 and the audit report thereon of Ernst & Young, LLP, independent auditors, are incorporated into this Item 9.01(a) by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed with the SEC on February 14, 2024. The unaudited combined financial statements of the Triumph Group Product Support Business as of December 31, 2023 and for the nine months ended December 31, 2023 are incorporated into this Item 9.01(a) by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed with the SEC on February 14, 2024. (b) Pro forma financial information. The Company's unaudited pro forma condensed combined statements of income (loss) for the six months ended November 30, 2023, the unaudited pro forma condensed combined statements of income for the twelve months ended November 30, 2023 and the year ended May 31, 2023, and the unaudited pro forma condensed combined balance sheet as of November 30, 2023, each with related notes thereto, are attached as Exhibit 99.5 hereto and incorporated by reference herein. (d) Exhibits. Exhibit No. Description 2.1* Securities and Asset Purchase Agreement, dated as of December 21, 2023, by and among the Company, Triumph Group, Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp., Triumph Group Acquisition Holdings, Inc., and The Triumph Group Operations, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023) 4.1 Base Indenture, dated as of March 1, 2024, by and between the Escrow Issuer and the Trustee 4.2 Form of 6.750% Senior Note due 2029 (included in Exhibit 4.1) 4.3 First Supplemental Indenture, dated as of March 1, 2024, by and among the Company, the Note Guarantors and the Tr

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AAR CORP. Date: March 1, 2024 /s/ Jessica A. Garascia Jessica A. Garascia Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR