AAR to Buy MRO Holdings in $4.0 Billion Mixed Deal
The aviation aftermarket platform said the controlling stake will make it the largest heavy-maintenance MRO in the world, servicing nearly 3,000 aircraft a year.
AAR CORP. (AIR) agreed to acquire a controlling interest in MRO Holdings in a mixed-consideration transaction with an implied enterprise value of $4.0 billion and equity value of approximately $1.8 billion.
The aviation aftermarket platform said the deal will expand and strengthen its leading aviation aftermarket platform and create additional growth across Parts, Repair, and Software. The company said it will achieve scale that significantly accelerates its strategy, as heavy maintenance helps drive revenue to other areas of the business.
Chairman, President and CEO John M. Holmes said heavy maintenance is a foundational element of the platform, driving revenue to all other areas of the company. Through the acquisition, he said, AAR will create the largest heavy maintenance MRO in the world, servicing a combined total of nearly 3,000 aircraft per year in its hangars. He said the scale is expected to drive additional volume through Component MRO facilities, provide a larger channel for new and existing OEM distribution relationships, and add avenues for data collection supporting the software business. Holmes also pointed to growth in heavy maintenance itself, including widebody maintenance and increased capture of European and Middle Eastern fleets for service in the Americas.
The transaction is structured as a 65% controlling interest, a structure Holmes said allows AAR to partner with a proven team that brings decades of experience in a strategically important region while preserving financial flexibility to pursue the company’s broader strategy. He said the acquisition is highly strategic and marks a significant step in the company’s long-term growth plan, and that it will further propel growth and drive a meaningful step-up in the margin profile.
AAR said the deal is expected to close in its fiscal third quarter ending February 2027, subject to regulatory approvals and other customary closing conditions. The company issued the agreement alongside first-quarter fiscal 2027 results, in which sales were $918 million, up 24%, and adjusted EBITDA was $117 million, up 34%, with adjusted EBITDA margin of 12.7%.
The purchase follows a run of smaller aftermarket deals, including HAECO Americas for $78 million in cash in November 2025, which expanded heavy-maintenance capacity in Greensboro, North Carolina, and Lake City, Florida, and Aircraft Reconfig Technologies for $35 million in cash in December 2025, which added interiors engineering and certification. Those deals were all-cash and materially smaller than the MRO Holdings enterprise value.
Holmes said the company remains confident in its ability to deliver another year of strong performance in fiscal 2027 given first-quarter results and continued demand.