UNITED STATES OF AMERICA —Commercial aviation aftermarket services provider AAR has reached an agreement to acquire a 65% controlling interest in MRO Holdings, valuing the target at an enterprise value of $4 billion. Under the terms of the transaction, AAR will initially deploy $1.8 billion in equity value and pay down roughly $1.3 billion of the target's existing debt. The purchase is being funded via $2.1 billion in new committed debt, $780 million in newly issued equity, and $230 million raised through a private investment in public equity offering. AAR retains structured purchase options to buy the remaining 35% stake over a four-year period following completion, which is slated for the quarter ending February 2027 subject to regulatory clearances.
AAR is a global aerospace and defense aftermarket solutions company offering parts distribution, component repair, engineering, software, and government service programs. Target firm MRO Holdings operates five airframe maintenance locations across the Americas, employing roughly 10,000 professionals across 115 maintenance lines that primarily serve major United States commercial carriers.
This major expansion combines two substantial heavy maintenance platforms, creating an entity capable of servicing approximately 3,000 aircraft annually. By absorbing MRO Holdings' extensive footprint in El Salvador, Mexico, Colombia, and the United States, AAR significantly expands its operational capacity while generating direct volume flow into its specialized component repair facilities and software distribution network.
The integration reflects broader commercial aviation trends, where airlines increasingly rely on external maintenance partners to manage complex fleet upkeep and operational schedules amid persistent supply chain pressures. For airlines operating throughout North and South America, the creation of a unified, large-scale maintenance network offers greater operational flexibility and hangar capacity. Furthermore, the broader geographic network provides a strong position to capture additional European, Middle Eastern, and widebody aircraft fleets seeking maintenance services in the Western Hemisphere.
From a financial perspective, the acquisition significantly alters AAR's balance sheet and operational efficiency targets. MRO Holdings brings approximately $1.0 billion in projected sales and $285 million in adjusted EBITDA for calendar year 2026. AAR anticipates achieving $75 million in annual run-rate cost synergies within three to four years through operational optimization, unified procurement, and streamlined administrative functions, pushing its long-term adjusted EBITDA margin targets to between 19% and 20%.
