AAR takes majority stake in MRO HOLDINGS

AAR agreed in September 2026 to acquire a 65% controlling stake in MRO Holdings, the airframe maintenance provider, at an implied enterprise value of , an EV/EBITDA multiple of based on forecast 2026 adjusted EBITDA and including expected run-rate synergies. Bain Capital, a significant minority shareholder, sold its stake, while chairman Roberto Kriete and the other existing owners stayed in the capital. AAR was to take control of the MRO Holdings board of managers and held options to buy the remaining 35% over the four years following completion. AAR financed the purchase, and the repayment of MRO Holdings' existing borrowings, with new debt, shares issued to the existing MRO Holdings shareholders and a private placement led by The Pritzker Organization alongside other institutional investors. The new debt was backed by a fully committed bridge facility, to be replaced with permanent financing before closing, and AAR was to receive all of MRO Holdings' excess cash flow during its first two years of ownership. MRO Holdings was expected to generate sales of in calendar year 2026, with an EBITDA of , an EBITDA margin of . It employed about 10,000 people and ran 115 lines of airframe maintenance capacity in El Salvador, Mexico, Colombia and the United States, with around 90% of its revenue coming from US customers. AAR expected the deal to raise its consolidated adjusted EBITDA margin from about 12% to 16% before synergies, and to reach 19% to 20% within three to four years through procurement savings, overhead reductions and the sharing of operating practices. Completion was expected in AAR's fiscal third quarter ending February 2027, subject to regulatory approvals, and the AAR board approved the transaction unanimously. Goldman Sachs, William Blair and Centerview Partners advised AAR, with Kirkland & Ellis as legal counsel, while Goldman Sachs Bank USA and Wells Fargo Securities underwrote the committed debt financing. Solomon Partners led for MRO Holdings, alongside RBC Capital Markets, with Greenberg Traurig as legal counsel.

It is worth noting that the fund Bain Capital took control of Mro Holdings through an LBO in 2024.