AAR to Acquire 65% of MRO Holdings in $4 Billion Deal

AAR has agreed to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4 billion, significantly expanding its aircraft maintenance business and creating what it expects will be the world’s largest heavy maintenance MRO operation.

AAR will initially pay approximately $1.8 billion for the equity stake and repay about $1.3 billion of MRO Holdings’ existing debt. The transaction is expected to close during AAR’s fiscal third quarter ending February 2027, subject to regulatory approvals and customary closing conditions.

MRO Holdings operates 115 airframe maintenance lines across facilities in the US, El Salvador, Mexico and Colombia, employing approximately 10,000 people. The company is expected to generate about $1 billion in revenue and $285 million in adjusted EBITDA in 2026, with roughly 90% of revenue coming from US customers.

Combined, AAR and MRO Holdings expect to perform heavy maintenance on nearly 3,000 aircraft annually. AAR plans to use the additional scale to expand component repair, parts distribution and software activities while pursuing further growth in widebody maintenance and business from European and Middle Eastern operators.

AAR expects approximately $75 million in annual run-rate cost synergies within three to four years. The acquisition would increase its pro forma adjusted EBITDA margin from approximately 12% to 16% before synergies, with the company targeting a 19% to 20% margin within three to four years.

The transaction will be funded with approximately $2.1 billion of new debt, $780 million of AAR shares issued to existing MRO Holdings shareholders at $135 per share, and about $230 million from a PIPE investment led by The Pritzker Organization and other institutional investors.

AAR will retain options to acquire the remaining 35% of MRO Holdings. It can purchase 5% at any point during the first six years following closing, while the remaining 30% can be acquired in three 10% tranches on the second, third and fourth anniversaries of the initial transaction.

Following completion, AAR will control MRO Holdings’ board and fully consolidate the company into its financial results. MRO Holdings’ existing shareholders, including Bain Capital, will retain minority ownership through the transaction.