Current Report Filing (8-k)
July 21 2020 - 6:01AM
Edgar (US Regulatory)
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Common Stock, $1.00 par value
AIR
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Common Stock, $1.00 par value
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AIR
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Preferred Stock Purchase Rights
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AIR
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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): July 20, 2020
AAR CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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1-6263
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36-2334820
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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
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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $1.00 par value
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AIR
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New York Stock Exchange
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Chicago Stock Exchange
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Preferred Stock Purchase Rights
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AIR
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New York Stock Exchange
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Chicago Stock Exchange
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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 8.01. Other Events.
AAR CORP. (the “Company”), on behalf of AAR Aircraft
Services, Inc., Aviation Maintenance Staffing, Inc., and AAR Landing Gear LLC, direct and indirect wholly-owned subsidiaries of
the Company (the “Subsidiaries”), has reached an agreement in principle (the “Agreement”) with the United
States Department of the Treasury (“Treasury”) for the grant program (the "Payroll Support Program") in connection
with implementation of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Company has submitted
final, signed definitive Agreement documents (the “Payroll Support Program Documents”) for Treasury’s counter-signature.
On April 3, 2020, the Company applied for $136,446,791.00 of
payroll support under the Payroll Support Program. Under the Agreement and Payroll Support Documents, Treasury is expected to provide
to the Subsidiaries a grant under the Payroll Support Program in an amount expected to be approximately $57,180,647.00.
In consideration for the grant, the Company would issue to Treasury
a low-interest rate, senior unsecured promissory note (the “Promissory Note”) in the principal amount of approximately
$8,659,485.00, which obligation will mature 10 years after issuance. The Promissory Note would be pre-payable at any time at par.
In connection with the Payroll Support Program, the Subsidiaries
would be required to comply with the relevant provisions of the CARES Act, including the requirement that the funding be used exclusively
for the continuation of payment of employee wages, salaries and benefits. The Subsidiaries would also be subject to certain restrictions,
including, but not limited to, limitations on involuntary terminations and furloughs, and reductions in the pay rate of employees
earning wages or salaries (as well as reductions in benefits), from the signing date of the Payroll Support Program Documents through
September 30, 2020. In addition, the Subsidiaries and the Company would be subject to restrictions on the payment of dividends
and the repurchase of shares through September 30, 2021, and certain limitations on employee compensation through March 24, 2022.
While the Company expects Treasury to date and counter sign
the Payroll Support Program Documents in the near term, the Company can provide no assurance as to the final timing or terms of
the Payroll Support Program grant.
A copy of the Company’s press release dated July 20, 2020
is attached hereto as Exhibit 99.1
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
This Form 8-K contains certain forward-looking statements
as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements
that address activities, events, conditions or developments that we expect or anticipate may occur in the future and may relate
to measures implemented to reduce costs and our ability to implement further actions in the future. Forward-looking statements
may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’
‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’
‘‘intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’
‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’
‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’
‘‘would,’’ or similar expressions and the negatives of those terms. These forward-looking statements are
based on beliefs of our management, as well as assumptions and estimates based on information available to us as of the dates such
assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ
materially from historical results or those anticipated, depending on a variety of factors, including those factors set forth under
‘‘Risk Factors’’ under Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended February
29, 2020 and Part I, Item 1A in our Annual Report on Form 10-K for the year ended May 31, 2019, which are incorporated by reference
herein. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates
prove incorrect, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible
to predict accurately and many are beyond our control. We assume no obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
EXHIBIT INDEX
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.
Date: July 20, 2020
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AAR CORP.
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By:
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/s/
Sean M. Gillen
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Sean M. Gillen
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Vice President and Chief Financial
Officer
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