Aar Corp S-3ASR, filed Jul 22, 2020
Aar Corp (AIR)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization) |
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36-2334820
(I.R.S. Employer Identification Number) |
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1100 N. Wood Dale Road
Wood Dale, Illinois 60191
630-227-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vice President, General Counsel and Secretary
AAR CORP.
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(630) 227-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Robert J. Minkus, Esq.
Schiff Hardin LLP
233 S. Wacker Drive, Suite 7100
Chicago, Illinois 60606
(312) 258-5500
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of Securities to be Registered(2)
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Amount to be registered / Proposed
maximum offering price per unit / Proposed maximum aggregate offering price / Amount of registration fee |
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Debt Securities
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Common Stock, par value $1.00 per share, and related preferred stock purchase rights
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Preferred Stock, par value $1.00 per share
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Depositary Shares(3)
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(1
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Warrants
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Purchase Contracts
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Units
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Total:
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![[MISSING IMAGE: lg_aar-pn.jpg]](/stocks/air/documents/141ee44a-2b0d-4037-b4a0-505a9637bb30/asset/lg_aar-pn.jpg)
Common Stock
Preferred Stock
Depositary Shares
Warrants
Purchase Contracts
Units
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Securities and Exchange Commission filing fee
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Trustee’s fees
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Accounting fees and expenses
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Legal fees and expenses
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Printing and engraving expenses
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Miscellaneous expenses
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TOTAL
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Name
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Title
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/s/ John M. Holmes
John M. Holmes
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President and Chief Executive Officer; Director
(Principal Executive Officer) |
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/s/ Sean M. Gillen
Sean M. Gillen
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
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/s/ Eric S. Pachapa
Eric S. Pachapa
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Vice President, Controller, and Chief Accounting
Officer (Principal Accounting Officer) |
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David P. Storch*
David P. Storch
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Chairman of the Board
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Anthony K. Anderson*
Anthony K. Anderson
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Director
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Michael R. Boyce*
Michael R. Boyce
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Director
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H. John Gilbertson*
H. John Gilbertson
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Director
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James E. Goodwin*
James E. Goodwin
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Director
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Patrick J. Kelly*
Patrick J. Kelly
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Director
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Robert F. Leduc*
Robert F. Leduc
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Director
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Duncan J. McNabb*
Duncan J. McNabb
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Director
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Peter Pace*
Peter Pace
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Director
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Name
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Title
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Jennifer L. Vogel*
Jennifer L. Vogel
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Director
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Marc J. Walfish*
Marc J. Walfish
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Director
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Ronald B. Woodard*
Ronald B. Woodard
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Director
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Exhibit 5.1
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| July 22, 2020 |  |
AAR CORP.
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to AAR CORP., a Delaware corporation (the “Company”) in connection with a registration statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 22, 2020 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement, which will become effective upon filing pursuant to Rule 462(e) under the Securities Act, relates to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Securities Act, of an unspecified number or amount of the following securities of the Company: (i) common stock, par value $1.00 per share (the “Common Stock”); (ii) preferred stock, par value $1.00 per share (the “Preferred Stock”); (iii) senior debt securities (the “Senior Debt Securities”) and subordinated debt securities (the “Subordinated Debt Securities” and together with the Senior Debt Securities, the “Debt Securities”); (iv) depositary shares (the “Depositary Shares”); (v) warrants to purchase Debt Securities, warrants to purchase Common Stock and warrants to purchase Preferred Stock (collectively, the “Warrants”); (vi) purchase contracts (the “Purchase Contracts”); and (vii) units consisting of one or more of Debt Securities, Common Stock, Preferred Stock, Warrants, Purchase Contracts and securities of third parties (the “Units”). The Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts and Units are collectively referred to herein as the “Securities.”
The Senior Debt Securities are to be issued under an indenture, dated as of December 1, 2010, by and between the Company and U.S. Bank National Association, as trustee (as supplemented from time to time, the “Senior Indenture”), filed as Exhibit 4.1 to the Company’s quarterly report on From 10-Q for the quarter ended November 30, 2010. The Subordinated Debt Securities are to be issued under an indenture, by and between the Company and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the quarter ended November 30, 2010 (as supplemented from time to time, the “Subordinated Indenture”). Each of the Senior Indenture and the Subordinated Indenture is referred to individually as an “Indenture.”
AAR CORP.
July 22, 2020
Page 2
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.
In rendering the opinions in this letter we have assumed, without independent investigation or verification, that each party to each of the documents executed or to be executed, other than the Company, (a) is validly existing and in good standing under the laws of its jurisdiction of organization, (b) has full power and authority to execute such documents to which it is a party and to perform its obligations thereunder, (c) has taken all necessary action to authorize execution of such documents on its behalf by the persons executing the same, (d) has properly executed and delivered, or will properly execute and deliver, each of such documents to which it is a party, and (e) has duly obtained all consents or approvals of any nature from and made all filings with any governmental authorities necessary for such party to execute, deliver or perform its obligations under such documents to which it is a party. In addition, in rendering such opinions we have assumed, without independent investigation or verification, (i) that the execution and delivery of, and performance of their respective obligations under, the documents executed or to be executed by each party thereto, other than the Company, do not violate any law, rule, regulation, agreement or instrument binding upon such party, (ii) that all acts have been taken without violation of any fiduciary duties and in accordance with any notice or disclosure requirements, (iii) that each of such documents is the legal, valid and binding obligation of, and enforceable against, each party thereto, other than the Company, and (iv) that the execution and delivery by the Company of, and performance by the Company of its obligations under, such documents does not violate any law, rule, regulation, agreement or instrument binding upon the Company or require any consent or approval from or filing with any governmental authority (except that we do not make the assumption set forth in this clause (iv) with respect to those laws, rules and regulations of New York, Illinois and the United States of America that, in our experience, are normally applicable to transactions of the type provided for by the documents executed or to be executed, but without our having made any special investigation with respect to any other laws, rules or regulations).
AAR CORP.
July 22, 2020
Page 3
For purposes of the opinions expressed below, we have further assumed that:
(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii) at the Relevant Time, an appropriate prospectus supplement with respect to the Securities will have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder;
(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iv) at the Relevant Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (together with any Securities exercisable for Debt Securities, a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;
(v) upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its Restated Certificate of Incorporation and other relevant documents; and
(vi) at the Relevant Time, a definitive underwriting, purchase or similar agreement, and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized, executed and delivered by the Company and the other parties thereto.
Based on the foregoing, and subject to the qualifications set forth below, we are of the opinion that, when any applicable state securities or Blue Sky laws have been complied with:
1. With respect to any Debt Securities, when (i) the terms of such Debt Securities have been duly established by supplemental indenture or officers’ certificate in conformity with the applicable Indenture and (ii) the Debt Securities have been duly executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the provisions of the applicable Indenture and either
AAR CORP.
July 22, 2020
Page 4
(a) issued and sold to the purchasers thereof in accordance with the applicable underwriting, purchase or similar agreement for the agreed-upon consideration therefor, or
(b) delivered upon conversion or exercise of any Convertible Security in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein,
such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
2. With respect to any shares of Common Stock, when such shares of Common Stock have been duly executed (in the case of certificated shares) and either
(i) issued and sold to the purchasers thereof in accordance with the applicable underwriting, purchase or similar agreement for the agreed-upon consideration therefor or
(ii) delivered upon conversion or exercise of any Convertible Security in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and any such Convertible Security was previously validly issued and is fully paid and non-assessable or a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
such shares of Common Stock will be duly authorized, validly issued, fully paid and nonassessable.
3. With respect to any shares of Preferred Stock, when the certificate of designations for such Preferred Stock (the “Certificate of Designations”) has been duly executed and filed with the Delaware Secretary of State and such shares of Preferred Stock have been duly executed (in the case of certificated shares) and either
(i) issued and sold to the purchasers thereof in accordance with the applicable underwriting, purchase or similar agreement for the agreed-upon consideration therefor or
AAR CORP.
July 22, 2020
Page 5
(ii) delivered upon conversion or exercise of any Convertible Security in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and any such Convertible Security was previously validly issued and is fully paid and non-assessable or a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,
such shares of Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable.
4. With respect to any Depositary Shares, when (i) a deposit agreement with respect to such Depositary Shares (the “Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company, (ii) the terms of the Depositary Shares have been duly established in conformity with the Deposit Agreement and (iii) the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable underwriting, purchase or similar agreement for the agreed-upon consideration therefor, the depositary receipts evidencing such Depositary Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
5. With respect to any Warrants, when (i) a warrant agreement with respect to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto, (ii) the terms of the Warrants have been duly established in conformity with the Warrant Agreement, if any, and the applicable underwriting, purchase or similar agreement and (iii) the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable underwriting, purchase or similar agreement to the purchasers thereof upon payment of the agreed-upon consideration therefor, such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
6. With respect to any Purchase Contracts, when (i) the related purchase contract agreement (the “Purchase Contract Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto, (ii) the terms of the Purchase Contracts have been duly established in conformity with the Purchase Contract Agreement, if any, and the applicable underwriting, purchase or similar agreement, (iii) the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements; and (iv) such Purchase Contracts have been duly executed (in the case of certificated Purchase Contracts) and delivered to the purchasers thereof in accordance with the Purchase Contract Agreement, if any, and the applicable underwriting, purchase or similar agreement upon payment of the agreed-upon consideration therefor, such Purchase Contracts will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
AAR CORP.
July 22, 2020
Page 6
7. With respect to any Units, when (i) a unit agreement with respect to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto, (ii) the terms of the Units have been duly established in conformity with the Unit Agreement, if any, and the applicable underwriting, purchase or similar agreement and (iii) and the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable underwriting, purchase or similar agreement to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the following qualifications:
A. The opinions expressed herein with respect to the legality, validity, binding nature and enforceability of any Securities are subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally, whether now or hereafter in effect, (ii) general principles of equity, including, without limitation, concepts of materiality, laches, reasonableness, good faith and fair dealing and the principles regarding when injunctive or other equitable remedies will be available (regardless of whether considered in a proceeding at law or in equity), (iii) requirements that a claim with respect to any Debt Security denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect to such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (iv) government authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.
B. The foregoing opinions are limited to the laws of the State of New York, the State of Illinois and the General Corporation Law of Delaware, and we express no opinion as to the laws of any other jurisdiction.
AAR CORP.
July 22, 2020
Page 7
C. To the extent relevant to our opinions in paragraphs 4, 5, 6, and 7, and not covered by our opinions in paragraphs 1, 2, or 3, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares, Warrants, Purchase Contracts or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.
You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement you will (i) advise us in writing of the terms thereof, and (ii) afford us an opportunity to review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents) and to file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.
The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Opinions” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | ||
| SCHIFF HARDIN LLP | ||
| By: | /s/ Robert J. Minkus | |
| Robert J. Minkus | ||
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
AAR CORP.:
We consent to the use of our report dated July 21, 2020, with respect to the consolidated balance sheets of AAR CORP. and subsidiaries (the Company) as of May 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended May 31, 2020, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of May 31, 2020 incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report dated July 21, 2020, on the consolidated financial statements, refers to the Company’s change in its method of accounting for leases effective June 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases, and its method of accounting for revenue recognition as of June 1, 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.
Chicago, IL
July 21, 2020
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AAR CORP., a Delaware corporation, hereby constitutes and appoints John M. Holmes, Sean M. Gillen and Jessica Garascia, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign a registration statement on Form S-3 relating to the registration of securities under the Securities Act of 1933 and any and all amendments thereto (including post-effective amendments and including any filings pursuant to Rule 462(b) under such Act), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this power of attorney has been signed on 13 July, 2020 by the following persons in the capacities indicated.
| /s/ John M. Holmes | /s/ Sean M. Gillen | |
| John M. Holmes | Sean M. Gillen | |
| President and Chief Executive Officer | Vice President and Chief Financial Officer | |
| /s/ Eric S. Pachapa | /s/ David P. Storch | |
| Eric S. Pachapa | David P. Storch | |
| Vice President and Controller | Chairman of the Board | |
| /s/ Anthony K. Anderson | /s/ Michael R. Boyce | |
| Anthony K. Anderson | Michael R. Boyce | |
| Director | Director | |
| /s/ H. John Gilbertson | /s/ James E. Goodwin | |
| H. John Gilbertson | James E. Goodwin | |
| Director | Director | |
| /s/ Patrick J. Kelly | /s/ Robert F. Leduc | |
| Patrick J. Kelly | Robert F. Leduc | |
| Director | Director | |
| /s/ Duncan J. McNabb | /s/ Peter Pace | |
| Duncan J. McNabb | Peter Pace | |
| Director | Director | |
| /s/ Jennifer L. Vogel | /s/ Marc J. Walfish | |
| Jennifer L. Vogel | Marc J. Walfish | |
| Director | Director | |
| /s/ Ronald B. Woodard | ||
| Ronald B. Woodard | ||
| Director |
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
Linda Garcia
U.S. Bank National Association
190 S. LaSalle Street
Chicago, IL 60603
(312) 332-6781
(Name, address and telephone number of agent for service)
AAR CORP.
(Issuer with respect to the Securities)
| Delaware | 36-2334820 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One AAR Place 1100 N. Wood Dale Road Wood Dale,Illinois |
60191 |
| (Address of Principal Executive Offices) | (Zip Code) |
Senior Debt Securities
(Title of the Indenture Securities)
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 21st of July, 2020.
| By: | /s/ Linda Garcia | |
| Linda Garcia | ||
| Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Dated: July 21, 2020 | ||
| By: | /s/ Linda Garcia | |
| Linda Garcia | ||
| Vice President | ||
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2020
($000’s)
| 3/31/2020 | ||||
| Assets | ||||
| Cash and Balances Due From Depository Institutions | $ | 46,699,020 | ||
| Securities | 122,149,987 | |||
| Federal Funds | 2,807 | |||
| Loans & Lease Financing Receivables | 316,711,655 | |||
| Fixed Assets | 9,075,777 | |||
| Intangible Assets | 12,477,802 | |||
| Other Assets | 26,012,043 | |||
| Total Assets | $ | 533,129,091 | ||
| Liabilities | ||||
| Deposits | $ | 405,823,094 | ||
| Fed Funds | 1,428,527 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 1,392,214 | |||
| Other Borrowed Money | 55,078,404 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 3,850,000 | |||
| Other Liabilities | 14,338,298 | |||
| Total Liabilities | $ | 481,910,537 | ||
| Equity | ||||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 14,266,915 | |||
| Undivided Profits | 36,132,907 | |||
| Minority Interest in Subsidiaries | 800,532 | |||
| Total Equity Capital | $ | 51,218,554 | ||
| Total Liabilities and Equity Capital | $ | 533,129,091 | ||
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Exhibit 25.2
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
|
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
Linda Garcia
U.S. Bank National Association
190 S. LaSalle Street
Chicago, IL 60603
(312) 332-6781
(Name, address and telephone number of agent for service)
AAR CORP.
(Issuer with respect to the Securities)
| Delaware | 36-2334820 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
One AAR Place 1100 N. Wood Dale Road Wood Dale,Illinois |
60191 |
| (Address of Principal Executive Offices) | (Zip Code) |
Subordinated Debt Securities
(Title of the Indenture Securities)
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 21st of July, 2020.
| By: | /s/ Linda Garcia | |
| Linda Garcia | ||
| Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: July 21, 2020
| By: | /s/ Linda Garcia | |
| Linda Garcia | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2020
($000’s)
| 3/31/2020 | ||||
| Assets | ||||
| Cash and Balances Due From Depository Institutions | $ | 46,699,020 | ||
| Securities | 122,149,987 | |||
| Federal Funds | 2,807 | |||
| Loans & Lease Financing Receivables | 316,711,655 | |||
| Fixed Assets | 9,075,777 | |||
| Intangible Assets | 12,477,802 | |||
| Other Assets | 26,012,043 | |||
| Total Assets | $ | 533,129,091 | ||
| Liabilities | ||||
| Deposits | $ | 405,823,094 | ||
| Fed Funds | 1,428,527 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 1,392,214 | |||
| Other Borrowed Money | 55,078,404 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 3,850,000 | |||
| Other Liabilities | 14,338,298 | |||
| Total Liabilities | $ | 481,910,537 | ||
| Equity | ||||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 14,266,915 | |||
| Undivided Profits | 36,132,907 | |||
| Minority Interest in Subsidiaries | 800,532 | |||
| Total Equity Capital | $ | 51,218,554 | ||
| Total Liabilities and Equity Capital | $ | 533,129,091 | ||
7