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AAR announces proposed add-on offering of $150 million of 6.750% senior notes due 2029

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AAR Corp (NYSE:AIR), a leading aviation services provider, has announced plans to offer $150 million in additional 6.750% senior notes due 2029. These Additional Notes will be issued under the same indenture as the company's existing $550 million senior notes with identical terms, except for issuance date and offering price.

The company plans to use the proceeds to repay outstanding borrowings under its unsecured revolving credit facility and cover offering-related expenses. The Notes and related guarantees will be offered exclusively to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.

AAR Corp (NYSE:AIR), un importante fornitore di servizi aeronautici, ha annunciato l'intenzione di offrire ulteriori 150 milioni di dollari di senior notes al 6,750% con scadenza 2029. Questi Titoli Aggiuntivi saranno emessi con lo stesso atto di indenture delle senior notes esistenti da 550 milioni di dollari, con termini identici salvo la data di emissione e il prezzo di offerta.

L'azienda prevede di utilizzare il ricavato per rimborsare i finanziamenti in essere sul proprio credito revolving non garantito e per coprire le spese dell'offerta. I Titoli e le garanzie correlate saranno offerti esclusivamente ad acquirenti istituzionali qualificati ai sensi della Rule 144A e a persone non statunitensi ai sensi del Regulation S del Securities Act.

AAR Corp (NYSE:AIR), un destacado proveedor de servicios aeronáuticos, ha anunciado planes de ofrecer 150 millones de dólares adicionales en obligaciones senior al 6,750% con vencimiento en 2029. Estas Notas Adicionales se emitirán bajo el mismo contrato de emisión que las notas senior existentes de 550 millones de dólares, con términos idénticos, salvo la fecha de emisión y el precio de oferta.

La compañía planea utilizar los ingresos para reembolsar los préstamos pendientes bajo su línea de crédito revolvente no garantizada y cubrir los gastos relacionados con la oferta. Las Notas y las garantías relacionadas se ofrecerán exclusivamente a compradores institucionales calificados conforme a la Rule 144A y a personas no estadounidenses conforme a la Regulation S de la Securities Act.

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AAR Corp (NYSE:AIR), un important prestataire de services aéronautiques, a annoncé son intention d'offrir 150 millions de dollars supplémentaires d'obligations senior à 6,750% arrivant à échéance en 2029. Ces Notes additionnelles seront émises en vertu du même acte d'indenture que les Notes senior existantes de 550 millions de dollars, avec des conditions identiques, à l'exception de la date d'émission et du prix d'offre.

La société prévoit d'utiliser le produit pour rembourser les emprunts en cours au titre de sa facilité de crédit renouvelable non garantie et couvrir les frais liés à l'offre. Les Notes et les garanties associées seront offertes exclusivement aux investisseurs institutionnels qualifiés en vertu de la Rule 144A et aux personnes non américaines en vertu de la Regulation S du Securities Act.

AAR Corp (NYSE:AIR), ein führender Anbieter von Luftfahrt-Dienstleistungen, hat Pläne angekündigt, zusätzliche Senior Notes über 150 Millionen US-Dollar mit 6,750% Zinsen und Fälligkeit 2029 anzubieten. Diese zusätzlichen Schuldverschreibungen werden unter demselben Indenture wie die bestehenden Senior Notes über 550 Millionen US-Dollar begeben und weisen identische Bedingungen auf, mit Ausnahme des Ausgabedatums und des Angebotspreises.

Das Unternehmen beabsichtigt, die Erlöse zur Tilgung ausstehender Kredite aus seiner unbesicherten revolvierenden Kreditfazilität sowie zur Deckung anbietungsbezogener Kosten zu verwenden. Die Notes und die damit verbundenen Garantien werden ausschließlich qualifizierten institutionellen Käufern gemäß Rule 144A und Nicht‑US‑Personen gemäß Regulation S des Securities Act angeboten.

Positive
  • None.
Negative
  • Increases company's total debt burden with additional $150 million in notes
  • Additional interest expenses will impact cash flow
  • Notes are being issued in a high interest rate environment at 6.750%

Insights

AAR Corp is raising $150M in additional debt to refinance existing credit facility borrowings, which is balance sheet restructuring without changing total leverage.

AAR Corp is proposing an add-on offering of $150 million in senior notes with a 6.750% interest rate maturing in 2029. These notes will supplement the company's existing $550 million issuance of notes with identical terms except for issuance date and offering price.

The purpose of this debt issuance is straightforward balance sheet management rather than expansion capital. The company explicitly states it will use proceeds to repay outstanding borrowings under its unsecured revolving credit facility and cover offering expenses. This represents a liability restructuring rather than an increase in overall leverage - essentially switching from one form of debt to another.

This type of refinancing typically occurs for several strategic reasons: to extend debt maturity profiles, secure fixed interest rates in a potentially changing rate environment, or increase financial flexibility by freeing up revolving credit capacity. By repaying the revolving credit facility, AAR maintains that available borrowing capacity for future operational needs or potential strategic opportunities.

For investors, this transaction appears neutral as it doesn't fundamentally alter AAR's capital structure or overall debt burden. The company is essentially replacing variable-rate bank debt with fixed-rate notes, potentially locking in current interest rates and extending maturity profiles. The offering is being conducted through private placement to qualified institutional buyers rather than a public offering, which is standard practice for many corporate debt issuances.

WOOD DALE, Ill., Aug. 11, 2025 /PRNewswire/ -- AAR CORP. ("AAR" or the "Company") (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that it intends to offer, subject to market conditions and other factors, $150 million aggregate principal amount of 6.750% senior notes due 2029 (the "Additional Notes"). The Additional Notes will be issued as additional notes under an existing indenture dated March 1, 2024, pursuant to which the Company previously issued $550.0 million aggregate principal amount of 6.750% senior notes due 2029 (the "Existing Notes" and together with the Additional Notes, the "Notes"). Other than with respect to the date of issuance and the offering price, the Additional Notes will have the same terms as the Existing Notes.

The Company intends to use the net proceeds of the proposed senior notes offering to repay outstanding borrowings under its unsecured revolving credit facility and to pay fees and expenses incurred in connection with the offering.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered and sold only to persons reasonably believed to be "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About AAR
AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at .

Forward-Looking Statements

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This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management's expectations about future conditions, including, but not limited to, intentions regarding the consummation of the proposed senior notes offering and the intended use of proceeds thereof.

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Forward-looking statements often address our expected future operating and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often may also be identified because they contain words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or similar expressions and the negatives of those terms.

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These forward-looking statements are based on the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including: (i) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed-price contracts; (v) nonperformance by subcontractors or suppliers; (vi) our ability to manage our operational footprint; (vii) a reduction in outsourcing of maintenance activity by airlines; (viii) a shortage of skilled personnel or work stoppages; (ix) competition from other companies; (x) financial, operational and legal risks arising as a result of operating internationally; (xi) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions; (xii) failure to realize the anticipated benefits of acquisitions; (xiii) circumstances associated with divestitures; (xiv) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xv) cyber or other security threats or disruptions; (xvi) a need to make significant capital expenditures to keep pace with technological developments in our industry; (xvii) restrictions on use of intellectual property and tooling important to our business; (xviii) inability to fully execute our stock repurchase program and return capital to stockholders; (xix) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xx) our ability to manage our debt; (xxi) non-compliance with restrictive and financial covenants contained in our debt and loan agreements; (xxii) changes in or non-compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations; and (xxiii) exposure to product liability and property claims that may be in excess of our liability insurance coverage. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.

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For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10-K, Part I, "Item 1A, Risk Factors" and our other filings filed from time to time with the U.S Securities and Exchange Commission. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company's control. The risks described in these reports are not the only risks we face, as additional risks and uncertainties are not currently known or foreseeable or impossible to predict accurately or risks that are beyond the Company's control or deemed immaterial may materially adversely affect our business, financial condition or results of operations in future periods. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

Contact:
Investor Relations
+1-630-227-5830
[email protected]

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SOURCE AAR CORP.

FAQ

What is the size of AAR Corp's (NYSE:AIR) new senior notes offering?

AAR Corp is offering $150 million in additional 6.750% senior notes due 2029, which will be added to their existing $550 million notes under the same terms.

How will AAR Corp (NYSE:AIR) use the proceeds from the senior notes offering?

AAR Corp will use the proceeds to repay outstanding borrowings under its unsecured revolving credit facility and pay fees and expenses related to the offering.

What is the total amount of AAR Corp's (NYSE:AIR) 2029 senior notes after this offering?

After this additional offering, the total amount will be $700 million, combining the new $150 million offering with the existing $550 million notes.

Who can purchase AAR Corp's (NYSE:AIR) new senior notes?

The notes are only available to qualified institutional buyers under Rule 144A and certain non-U.S. persons in offshore transactions under Regulation S of the Securities Act.

What is the interest rate and maturity date for AAR Corp's (NYSE:AIR) new notes?

The notes have an interest rate of 6.750% and will mature in 2029, matching the terms of the existing notes.
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