AAR CORP. has agreed to buy a 65% controlling stake in MRO Holdings at an implied enterprise value of $4.0 billion. Announced on 28 September 2026, the deal locks airframe hangar volume that feeds parts, component repair, and software across AAR’s aftermarket platform.
What happened
AAR (NYSE: AIR), the Wood Dale, Illinois-based Parts, Repair, and Software aviation aftermarket company, signed a definitive agreement to acquire 65% of MRO Holdings. The structure prices the target at about $4.0 billion enterprise value, or 10.7x MRO Holdings’ forecasted full calendar year 2026 adjusted EBITDA after $75 million of anticipated run-rate cost synergies and net of transaction-related tax benefits AAR values at roughly $150 million present value.
MRO Holdings runs aircraft maintenance and modifications across five facilities in the Americas, with sites in El Salvador, Mexico, Colombia, and the United States. It employs about 10,000 people and operates 115 lines of airframe capacity. Roughly 90% of its revenue comes from U.S. customers. For calendar 2026, AAR expects about $1.0 billion of sales and $285 million of adjusted EBITDA, an adjusted EBITDA margin near 27%.
Deal economics are staged. AAR will pay about $1.8 billion of equity value for the initial 65% stake and repay about $1.3 billion of MRO Holdings debt. Funding mixes roughly $2.1 billion of new debt, about $780 million of AAR equity issued at $135 per share to existing MRO Holdings shareholders, and about $230 million from a PIPE led by The Pritzker Organization and other institutional investors. AAR holds options to buy the remaining 35% over six years after close. Close is targeted for AAR’s fiscal third quarter ending February 2027, subject to regulatory approvals and customary conditions.
Why it matters
Commercial aviation aftermarket is no longer a pure parts story. Airlines are flying older fleets harder, OEM delivery backlogs keep airframes in service longer, and hangar slots for heavy checks are a scarce industrial input. AAR’s thesis is explicit: heavy maintenance drives pull-through into component MRO, OEM distribution, and data for its software tools. Combining networks that together service nearly 3,000 aircraft a year turns hangar volume into a captive channel for the rest of the platform.
Margin math reinforces the strategic read. AAR puts pro forma adjusted EBITDA margin before synergies near 16%, about 400 basis points above its standalone fiscal 2026 profile, and targets 19% to 20% within three to four years once the $75 million synergy stack lands. Net leverage at close is expected near 3.6x including run-rate synergies, with a path to about 3.0x within two years and a medium-term return to the 2.0x to 2.5x target band. That is a leveraged platform bet, not a bolt-on tuck-in.
For buyers mapping Aerospace & Defense aftermarket consolidation, the message is that scale in Americas heavy MRO is becoming a gate for parts and repair share. Adjacent capacity and tooling themes under Machinery & Equipments matter too, because hangar throughput still depends on ground support and facility upgrades that travel with every added line.
Who feels it
U.S. airlines and lessors that already use MRO Holdings or AAR gain a broader one-stop pitch for airframe checks, components, and parts – but also face a larger counterparty if pricing power rises with scale.
Independent heavy MRO providers in the Americas, especially those chasing the same blue-chip U.S. carriers, confront a scaled rival with deeper parts and software attach. European and Middle Eastern fleets pulled into Americas hangars are the next battleground.
OEM parts distributors and component shops that sell into hangar visits will see AAR as either a larger channel or a tougher gatekeeper, depending on whether they sit inside or outside the combined network.
AAR shareholders and credit investors inherit higher growth and margin targets alongside 3.6x closing leverage, a BB-category rating goal, and a multi-year option stack that can re-lever the balance sheet if cash conversion slips.
MRO Holdings workforces in El Salvador, Mexico, Colombia, and the U.S. face integration and synergy programs that AAR says will take three to four years to fully realize.
What to watch
Regulatory clearance and financing permanence come first: the bridge must convert to lasting debt, the PIPE must close cleanly, and reviews must leave the Americas footprint intact. Second, hangar utilization and customer retention in the first four quarters after close will show whether the nearly 3,000-aircraft scale story survives integration noise. Third, track whether the $75 million synergy plan shows up in procurement, SG&A, and operations metrics. Fourth, watch AAR’s option exercise pace on the residual 35% and whether net leverage tracks back toward 2.0x to 2.5x. Fifth, peer responses will signal if this deal resets valuation for heavy MRO platforms.
For the primary company framing, deal slides, and investor materials, start with AAR’s investor page at aarcorp.com/en/investors, where management posted the transaction presentation alongside the announcement.
Bottom line: AAR is buying hangar gravity. If heavy-check volume truly pulls parts, repair, and software the way the thesis claims, the $4.0 billion MRO Holdings control stake is a platform reset. If utilization, leverage, or integration stumble, it becomes an expensive lesson in how hard aftermarket scale is to underwrite.