AAR CORP. (NYSE: AIR) announced today that it intends to commence an add-on offering of $125,000,000 aggregate principal amount of its 7.25% Senior Notes due 2022 (the “Notes”) in a private placement to eligible purchasers. The Notes will be senior unsecured obligations of AAR CORP. (the “Company”) and will be guaranteed by substantially all of the Company’s subsidiaries.
The Notes will be issued under the indenture dated as of January 23, 2012, as supplemented as of November 30, 2012 (the “Indenture”), pursuant to which the Company issued $175,000,000 aggregate principal amount of its 7.25% Senior Notes due 2022 (the “Existing Notes”). The Notes will be treated as a single series with the Existing Notes and will have the same terms as those of the Existing Notes, except for certain provisions relating to registration rights. The Notes and the Existing Notes will vote as one class under the Indenture.
The Company will use the net proceeds of the offering to repay a portion of the borrowings under its unsecured revolving credit agreement and to pay related fees and expenses.
The Notes and the related guarantees are being offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or applicable state securities laws 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.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a 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 jurisdiction in which such offer, solicitation or sale is unlawful.
AAR is a global aerospace and defense contractor that employs more than 6,000 people in 17 countries. Based in Wood Dale, Illinois, AAR supports commercial, government and defense customers through two operating segments: Aviation Services and Technology Products. AAR’s services include inventory management and parts distribution; aircraft maintenance, repair and overhaul; and expeditionary airlift. AAR’s products include cargo systems and containers; mobility systems and shelters; advanced aerostructures; and specialized command and control systems.
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