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
March 9, 2012
Date of Report (Date of earliest event reported)
AAR CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
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1-6263 |
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36-2334820 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
One AAR Place, 1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(Address and Zip Code of Principal Executive Offices)
Registrant’s telephone number, including area code: (630) 227-2000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
AAR CORP. (the “Company”) entered into a five (5) year full amortization term loan agreement with Development Bank of Japan Inc. (the “Loan Agreement”) under which the Company intends to borrow $50 million on an unsecured basis to refinance indebtedness incurred to finance the acquisition of Telair and Nordisk. Borrowings under the Loan Agreement bear interest at the offered Eurodollar Rate (defined as the British Bankers Association LIBOR Rate) plus 250 basis points.
The Loan Agreement requires the Company to comply with certain financial covenants which are consistent with the Company’s $580 million Credit Agreement. The Loan Agreement is not guaranteed by any of the Company’s subsidiaries. The Loan Agreement also contains certain affirmative and negative covenants, including those relating to financial reporting and notification, payment of indebtedness, taxes and other obligations, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets.
The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement. A copy of the Loan Agreement is filed as Exhibit 10.1 and incorporated herein by reference.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this report is hereby incorporated into this Item 2.03 by reference.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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Exhibit No. |
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Description |
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10.1 |
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Loan Agreement dated as of March 9, 2012 between AAR CORP. and Development Bank of Japan Inc. |
SIGNATURE
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.
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Date: March 15, 2012 |
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AAR CORP. | |
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By: |
/s/ Michael K. Carr |
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Vice President — Tax & Assistant Treasurer | |