John Holmes
Analyst · William Blair
Thank you, Dylan. Turning to Slide 6. I want to start with the key strategic and financial takeaways from the transaction. First, we have agreed to acquire a 65% controlling interest in MRO Holdings, a leading provider of airframe heavy maintenance with facilities across Central and South America and the United States for an implied enterprise value of $4 billion. Second, the transaction significantly advances our strategy to become the leading aviation aftermarket platform, creating substantial avenues for growth across parts, repair and software. Third, the combination represents a step change in AAR's financial profile, significantly increasing our scale while enhancing margins and cash flow. And fourth, we will apply the same disciplined approach to M&A that has guided our prior acquisitions to integration and deleveraging. We see compelling synergy opportunities across our platform, and the strong cash generation of the combined business will support our path back towards our target leverage range within the medium term. Turning to Slide 7. By combining AAR's capabilities with MRO Holdings heavy maintenance footprint, we are adding a very well-respected Airframe MRO operation and achieving significantly greater scale across our broader parts, repair and software platform. We will approach market as one company, and this scale will create tremendous advantages for our customers as we can offer a broad range of maintenance solutions for more aircraft types in strategic geographies. The deal also creates advantages for the rest of AAR. First, by expanding our Airframe MRO presence, we have an opportunity to drive additional volume into our high-margin Component MRO facilities and offer customers a single, more comprehensive repair solution. Second, the combination strengthens our position with existing OEM distribution partners and create new opportunities to win additional distribution agreements. With combined business servicing nearly 3,000 aircraft annually, we will have even greater visibility into parts demand and the needs of airline customers across multiple fleet types. That market insight and direct sales channel is a significant competitive advantage in building and expanding long-term OEM distribution relationships. Third, the expanded footprint creates an opportunity to capture substantially more repair and maintenance data that can enhance our software solutions and help us continue developing tools that address our customers' most critical operational needs. Importantly, the structure of the transaction also creates long-term alignment between AAR and MRO Holdings. The sellers bring decades of experience operating in strategically important markets and the continued ownership provides continuity while AAR continues to preserve financial flexibility. The financial benefits are equally compelling. On a pro forma basis, the transaction increases AAR's revenue by approximately 30% and improves adjusted EBITDA margin from roughly 12% to 16% before synergies. It also meaningfully enhances our cash conversion profile, and we expect the transaction to be accretive to adjusted EPS in the first full fiscal year following close. In addition, we expect to generate approximately $75 million of run rate cost synergies within the next 3 to 4 years, consisting of savings in procurement and SG&A as well as savings generated by the sharing of best practices and systems across the combined footprint. And critically, that $75 million does not include the longer-term revenue opportunities we see from the combination, including growth in wide-body maintenance, increased capture of European and Middle Eastern fleets and service in the Americas and cross-selling opportunities over our platform, which I will discuss now. On Slide 8, I want to spend a moment on why we believe this combination makes the entire AAR platform stronger. Parts, repair and software are highly complementary businesses. Each one creates opportunities for the others. In parts, our position in distribution gives us deep relationship with OEMs and visibility into parts demand across the aftermarket. Extending our Airframe MRO footprint puts AAR closer to the point of consumption for a greater number of aircraft, strengthening our market insight and value proposition to existing and prospective OEM partners. In repair, Airframe MRO is one of those visible activities we perform for airline customers. Increasing the number of aircraft flowing through our network creates opportunities to capture additional high-margin component MRO work, while also providing valuable insight into parts requirements and maintenance trends. In software, thousands of parts buyers and repair planners use our software every day. The addition of MRO Holdings gives us access to an even broader pool of maintenance and repair data, which can help us enhance our software solutions on their own, but also data available across our platform will help us perform maintenance more efficiently and allow us to provide our OEM partners more insight into their distribution channels. That is the self-reinforcing nature of our platform. Part supports repair, repair supports parts, and the data generated across both markets makes our software business stronger. With the addition of the MRO Holdings, we are materially increasing the scale of that ecosystem, strengthening our leadership in heavy maintenance while creating additional opportunities for growth across the entire company. Turning to Slide 9. I want to provide some more context on why heavy maintenance is such an important part of the aviation aftermarket. Heavy maintenance is a recurring mission-critical service that aircraft require throughout their useful lives. These extensive events are time-based, meaning they often happen regardless of how much an aircraft has flown and involve inspection, repair, overhaul and modifications. Because the work is required regardless of utilization, it provides a durable and recurring source of demand. It is also a highly specialized business with barriers to entry. Heavy maintenance requires skilled labor, scaled hangar capacity and the system to return aircraft to service quickly and efficiently. AAR has built a strong position in this market through our operating model, digital and technical capabilities and industry-leading turnaround times and so has MRO Holdings. Just as important, heavy maintenance puts us at a critical point in the customer relationship. It provides visibility into the repair needs, parts requirements and maintenance activity of the aircraft we service, creating opportunities that extend beyond Airframe MRO and into our broader platform. And the long-term demand environment remains very attractive. The global fleet is expected to grow significantly over the next decade, while stronger passenger demand and the existing installed fleet continue to support the need for heavy maintenance. Against that backdrop, adding MRO Holdings meaningfully expands our position in this attractive, strategically important market. Slide 10. Turning to Slide 10. MRO Holdings is a scaled, highly differentiated heavy maintenance provider with 5 locations across El Salvador, Mexico, Colombia and the United States, and room to expand further in each location as the demand requires. For example, MRO Holdings recently opened its seventh hangar in El Salvador, which is actually the largest hangar in the world. The business has comprehensive capabilities across narrow-body and select wide-body aircraft and serves a blue-chip customer base that includes some of the largest airlines in the Americas. Approximately 90% of its sales are to U.S. customers, demonstrating the important role these strategically located facilities play in supporting the U.S. aviation market. MRO Holdings also has an impressive track record of growth and profitability. Over the last 12 years, sales have had double-digit compounded annual growth rate, while adjusted EBITDA has grown even faster. The strength of these results is also a testament to the reputation for quality and safety. For calendar 2026, MRO is expected to generate approximately $1 billion of adjusted sales and $285 million of adjusted EBITDA on a pro forma basis, representing 27% adjusted EBITDA margin. That profitability translates into significant cash flow. The business is expected to generate more than $200 million of adjusted operating cash flow in calendar 2026. Taken together, MRO Holdings brings AAR significant scale, attractive margins, strong cash generation and a strategically important footprint serving many of the world's leading airlines. Now on Slide 11, you can see the scale and geographic reach of the combined airframe network. Together, AAR and MRO Holdings will create the largest MRO operation in the world, expanding our network from 7 to 12 facilities across 5 countries with approximately 19 million service hours and nearly 3,000 aircraft maintained each year. Sorry, I get choked up every time I say that 3,000 number. But the strategic value goes beyond scale. This footprint gives us greater flexibility to serve customers across a broader range of aircraft types and geographies and adds cost-advantaged options to our hangar network, and it creates a more open runway for future capacity additions. For example, MRO Holdings already has plans underway to add an additional eighth hangar to its location in El Salvador. We believe the combination of scale, flexibility and additional capacity creates a highly differentiated offering for our customers and position us well to capture continued growth. Turning to Slide 12. The transaction immediately transforms AAR's financial profile. On a combined basis, AAR will have approximately $4.3 billion in annual sales and nearly $700 million of adjusted EBITDA. Our adjusted EBITDA margin increases by 400 basis points from roughly 12% to 16% before synergies. The transaction also enhances our cash generation. Pro forma adjusted operating cash flow increases from approximately $94 million to $272 million, reflecting the attractive working capital profile of the MRO Holdings business. That stronger cash generation will be an important driver of our deleveraging following close and help us to preserve financial flexibility over time. Given the significantly improved earnings profile of the combined business, we are also establishing new medium-term adjusted EBITDA margin targets. At our Investor Day back in May, we laid out a 3-year target of 13% to 14% plus, excluding Legacy Commercial Programs. Following the close of the trends -- of this acquisition and including the cost synergies we have identified, we now expect adjusted EBITDA margins to reach 19% to 20% over the next 3 to 4 years. Notably, that target does not include the longer-term revenue synergies we see from the combination, including the cross-selling and broader growth opportunities I discussed earlier. Turning to Slide 13. We see significant opportunities to continue growing in a fragmented repair market. Today, the addressable market across component maintenance, heavy maintenance and modifications is more than $50 billion, providing substantial room for continued growth across our repair activities, particularly in the Component MRO space. The combination of those market dynamics, our industry-leading capabilities and significantly expanded scale of our combined platform puts AAR in an excellent position to capture more work over time. With that, I'll turn the call back over to Dylan to discuss the transaction structure and financing in more detail.