UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AAR CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $1.00 par value
(Title of Class of Securities)
000361105
(CUSIP Number of Class of Securities)
AAR CORP.
Attn: Corporate Secretary
1100 North Wood Dale Road
Wood Dale, IL 60191
(630) 227-2075
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Robert J. Minkus, Esq.
Schiff Hardin LLP
233 South Wacker Drive, Suite 6600
Chicago, IL 60606
(312) 258-5584
CALCULATION OF FILING FEE
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Transaction valuation(1) |
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Amount of filing fee(2) |
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$135,000,000 |
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$15,687 |
(1) The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $135,000,000 in aggregate of up to 4,655,172 shares of common stock, par value $1.00 per share, at the minimum tender offer price of $29.00 per share.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $116.20 per $1,000,000 of the value of the transaction.
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $15,687 |
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Filing Party: AAR CORP. |
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Form or Registration No.: SC TO-I |
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Date Filed: April 27, 2015 |
o Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer). |
This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on April 27, 2015, as amended by Amendment No. 1 filed with the Commission on May 7, 2015, as further amended by Amendment No. 2 filed with the Commission on May 12, 2015 and as further amended by Amendment No. 3 filed with the Commission on May 26, 2015 (such statement, as so amended and as further amended by this Amendment No. 4, the “Schedule TO”), which relates to the offer by AAR CORP., a Delaware corporation (“AAR” or the “Company”), to purchase for cash up to $135 million in value of shares of its common stock, par value $1.00 per share (the “Shares”), at a price of not less than $29.00 nor greater than $32.00 per Share upon the terms and subject to the conditions described in the Offer to Purchase, dated April 27, 2015 (the “Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal,” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was previously filed as Exhibit (a)(1)(B) to the Schedule TO.
The information set forth in the Offer to Purchase, as previously amended and supplemented, which was previously filed with the Schedule TO, is hereby expressly incorporated herein by reference, except that such information is hereby further amended and supplemented to the extent expressly provided for herein.
Items 11 and 12 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, as previously amended and supplemented, are hereby further amended and supplemented as follows:
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following at the end thereof:
“The Tender Offer expired at the end of the day, 12:00 midnight, New York City time, on May 22, 2015. The Company accepted for purchase 4,185,960 shares of AAR common stock at a purchase price of $31.90 per share, for an aggregate amount of $133,532,124, excluding fees and expenses related to the Tender Offer. These shares represent all shares validly tendered at or below the purchase price and approximately 10.6% of the total number of shares of the Company’s currently outstanding common stock. On May 29, 2015 we issued a press release announcing the final results of the Tender Offer. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit |
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Number |
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Description |
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(a)(5)(D) |
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Press Release, dated May 29, 2015 announcing final results of the Tender Offer. |
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Exhibit (a)(5)(D)
NEWS
For Immediate Release
AAR CORP. Announces Final Results of Modified Dutch Auction Tender Offer
WOOD DALE, Illinois, May 29, 2015 — AAR CORP. (NYSE: AIR) announced today the final results of its “modified Dutch auction” tender offer, which expired at the end of the day, 12:00 midnight, New York City time, on May 22, 2015.
AAR CORP. has accepted for purchase 4,185,960 shares of its common stock at a purchase price of $31.90 per share, for an aggregate amount of $133,532,124, excluding fees and expenses relating to the tender offer. These shares represent all shares validly tendered at or below the purchase price and approximately 10.6% of the total number of shares of AAR’s currently outstanding common stock.
Wells Fargo Securities, LLC acted as dealer manager for the tender offer. Stockholders who have questions or would like additional information about the tender offer may contact D.F. King & Co., Inc., the information agent for the tender offer, by telephone at: (866) 387-0770, or in writing at: 48 Wall Street, 22nd Floor, New York, NY 10005.
About AAR
AAR is a global aerospace and defense company that employs more than 5,000 people in over 20 countries. Based in Wood Dale, Illinois, AAR supports commercial, government and defense customers through two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include inventory management; parts supply; OEM parts distribution; aircraft maintenance, repair and overhaul; and component repair. AAR’s Expeditionary Services include airlift operations; mobility systems; and command and control centers in support of military and humanitarian missions. More information can be found at www.aarcorp.com.
Contact: John C. Fortson, Vice President, Chief Financial Officer and Treasurer | (630) 227-2075 | john.fortson@aarcorp.com.
Forward-Looking Statements
This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2014. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company assumes 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. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.