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| Common Stock, $1.00 par value |
|
AIR |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2025
AAR
CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-6263 |
|
36-2334820 |
(State or other jurisdiction
of incorporation ) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois |
60191 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including
area code: (630) 227-2000 |
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $1.00 par value |
|
AIR |
|
New
York Stock Exchange |
| |
|
NYSE Texas |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
6.750% Senior Notes due 2029
On August 14, 2025, AAR
CORP. (the “Company”), a Delaware corporation, issued $150,000,000 aggregate principal amount of its 6.750% Senior Notes due
2029 (the “Additional Notes”). The Additional Notes were issued pursuant to an existing indenture, dated as of March 1, 2024
(the “Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of March 1, 2024 (the “First Supplemental
Indenture”), and as further supplemented by the Second Supplemental Indenture, dated as of October 8, 2024 (the “Second Supplemental
Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Company,
the guarantors named therein (the “Note Guarantors”) and Wilmington Trust, National Association (the “Trustee”).
The Additional Notes are treated as a single series with the $550,000,000 aggregate principal amount of 6.750% Senior Notes due 2029 issued
on March 1, 2024 under the Base Indenture and the First Supplemental Indenture (the “Existing Notes” and, together with the
Additional Notes, the “Notes”) and have substantially the same terms as the Existing Notes. The Additional Notes were issued
at a price of 102.000% of their principal amount, plus accrued and unpaid interest from March 15, 2025, for a yield to maturity of 6.119%.
The Additional Notes have
not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state laws.
Interest and Maturity
The Additional Notes bear
interest at a rate of 6.750% per annum, payable semiannually in cash in arrears on March 15 and September 15 of each year, commencing
September 15, 2025. The Additional Notes will mature on March 15, 2029.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
above in the Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On August 11, 2025, the
Company issued a press release announcing the launch of the offering of the Additional Notes. The text of the press release is attached
as Exhibit 99.1 hereto and incorporated by reference herein.
On August 11, 2025, the
Company issued a press release announcing the pricing of the Additional Notes. The text of the press release is attached as Exhibit 99.2
hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
| Description |
| |
| |
| 4.1 |
| Base Indenture, dated as of March 1, 2024, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to
the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024) |
| |
| |
| 4.2 |
| Form of 6.750% Senior Note due 2029 (included in Exhibit 4.1) |
| |
| |
| 4.3 |
| First Supplemental Indenture, dated as of March 1, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated
by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024) |
| |
| |
| 4.4 |
| Second Supplemental Indenture, dated as of October 8, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024) |
| |
| |
| 99.1 |
| Press Release, dated August 11, 2025 (Launch) |
| |
| |
| 99.2 |
| Press Release, dated August 11, 2025 (Pricing) |
| |
| |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AAR CORP. |
| |
|
| Date: August 14, 2025 |
/s/ Jessica A. Garascia |
| |
Jessica A. Garascia |
| |
Senior Vice President, General Counsel, Chief Administrative
Officer and Secretary |
