Executive Brief

  • AAR CORP. announced the acquisition of American Distributors Holding Co., LLC (ADI) for $146 million in cash, funded by its revolving credit facility (Item 8.01, para 1).
  • ADI is a distributor of aerospace and defense components and assemblies with approximately 400 employees and operations in the US, UK, and India (Item 7.01, para 1; Exhibit 99.1).
  • For the trailing twelve months ended June 30, 2025, ADI generated $149 million in revenue and $15.2 million in EBITDA (Exhibit 99.1).
  • The acquisition expands AAR’s new parts Distribution segment with complementary electronics product lines and new OEM partnerships (Item 7.01, para 1; Exhibit 99.1).
  • AAR expects margin improvement through sales growth, operational efficiency, and business optimization (Exhibit 99.1).
  • The acquisition is immediately effective as of September 25, 2025 (Item 8.01).
  • No financial statements or pro forma financials are included in this filing (Item 9.01).
  • The press release attached as Exhibit 99.1 provides additional strategic rationale and executive commentary.
  • No mention of material risks, termination rights, or regulatory approvals in the filing.
  • The information is new and not previously announced (implied by the filing date and language).

Item-by-Item Analysis

Item 7.01 – Regulation FD Disclosure

  • What happened: AAR CORP. issued a press release announcing the acquisition of ADI, a distributor of aerospace and defense components.
  • Parties/terms: ADI American Distributors, LLC and subsidiaries; acquisition announced September 25, 2025.
  • Strategic rationale: expands new parts Distribution segment, adds product lines and OEM relationships.
  • Source: (Item 7.01, para 1), (Exhibit 99.1).

Item 8.01 – Other Events

  • What happened: AAR acquired ADI for $146 million in cash, funded by existing revolving credit facility.
  • Terms: Purchase price subject to post-closing adjustments for working capital, cash, and debt.
  • Effective date: September 25, 2025.
  • Source: (Item 8.01, para 1).

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed: Press release dated September 25, 2025 (Exhibit 99.1).
  • No financial statements or pro forma financials included.
  • Source: (Item 9.01, para 1).

Exhibits Summary

  • Exhibit 99.1: Press release with detailed acquisition rationale, financial metrics for ADI (TTM revenue $149 million, EBITDA $15.2 million), strategic benefits, and executive quotes.
  • No agreements or investor decks attached.

Financial & Dilution Impact

  • Purchase price: $146 million cash.
  • Funding: Revolving credit facility.
  • ADI trailing twelve months revenue: $149 million.
  • ADI trailing twelve months EBITDA: $15.2 million.
  • No dilution or equity issuance disclosed.

Timeline & Required Actions

  • Acquisition effective September 25, 2025.
  • Purchase price subject to post-closing working capital, cash, and debt adjustments.
  • No mention of regulatory approvals or shareholder votes.

Risks & Monitoring

  • No explicit risk factors or material uncertainties disclosed.
  • No mention of termination rights or material adverse change clauses.
  • Post-closing purchase price adjustments could affect final consideration.

Investor Takeaways

  • Acquisition strengthens AAR’s fastest growing segment, new parts Distribution.
  • Adds complementary product lines and OEM relationships, expanding market reach.
  • Expected margin improvement through operational efficiencies.
  • Funded with existing credit facility, no immediate equity dilution.
  • Monitor integration progress and realization of expected synergies.
  • Watch for any future disclosures on purchase price adjustments or financial impacts.

Metadata & Quality Checks

  • No OCR or formatting issues detected.
  • Non-GAAP metrics (EBITDA) disclosed with no reconciliation in filing.
  • Forward-looking statements present in press release quotes.
  • No related-party transactions disclosed.

Final Checklist

  • Items 7.01, 8.01, 9.01 present.
  • Press release attached as Exhibit 99.1.
  • Purchase price and funding source disclosed.
  • Financial metrics for acquired business disclosed.
  • No financial statements or pro forma included.
  • No risk factors or termination rights detailed.
  • Forward-looking statements noted.

Summary

AAR CORP. completed a $146 million cash acquisition of ADI American Distributors, expanding its aerospace parts distribution business with complementary product lines and OEM partnerships. The acquisition is expected to drive revenue growth and margin improvement, funded through existing credit facilities, with no immediate dilution. Investors should monitor integration and any post-closing purchase price adjustments.

Original Filing