StandardAero Prices Upsized 36M Share Secondary Offering
StandardAero, has officially announced the pricing of its upsized underwritten public offering, facilitated by two of its principal stockholders, namely affiliates of The Carlyle Group Inc. and GIC Private Limited. The offering consists of an aggregate of 36,000,000 shares of the Company’s common stock, which has a par value of $0.01 per share. These shares have been priced at $28.00 per share for public investors. Notably, all net proceeds from this offering will be received solely by the Selling Stockholders, with the Company itself not offering any shares in this transaction.
The offering is projected to close on March 27, 2025, subject to meeting customary closing conditions. Additionally, the Selling Stockholders have extended to the underwriters a 30-day option to purchase up to an additional 5,400,000 shares of common stock.
Underwriters and Joint Managers
The offering is being led by several prominent financial institutions. J.P. Morgan, Morgan Stanley, RBC Capital Markets, BofA Securities, UBS Investment Bank, and Jefferies are serving as joint lead book-running managers.
Additional joint book-running managers include CIBC Capital Markets, Societe Generale, Citizens Capital Markets, Mizuho, Santander, and Wolfe | Nomura Alliance. Moreover, Carlyle, AmeriVet Securities, Inc., and Drexel Hamilton, LLC have been enlisted as co-managers for the offering.
Registration Statement and Prospectus Details
A registration statement on Form S-1 concerning these securities was declared effective by the Securities and Exchange Commission (SEC) on March 25, 2025. This offering is being conducted solely via a prospectus. Investors can obtain copies of the final prospectus, once available, from the following sources:
- J.P. Morgan Securities LLC
- Address: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717
- Telephone: 866-803-9204
- Email: [email protected]
- Morgan Stanley & Co. LLC
- Address: Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014
Legal Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities. Furthermore, there shall be no sales of these securities in any jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.
About StandardAero
StandardAero is a globally recognized leader in aerospace engine aftermarket services, providing maintenance, repair, and overhaul (MRO) solutions for both fixed-wing and rotary-wing aircraft. The company caters to commercial, military, and business aviation markets. Its comprehensive suite of services includes:
- Engine maintenance, repair, and overhaul (MRO)
- Engine component repair
- On-wing and field service support
- Asset management solutions
- Engineering services
As a publicly listed entity on the New York Stock Exchange (NYSE) under the ticker symbol SARO, StandardAero continues to play a crucial role in the aviation industry’s aftermarket service sector.
Certain statements contained in this press release are classified as forward-looking statements, particularly those concerning the proposed secondary offering. These statements are based on current expectations, assumptions, estimates, and projections from the Company’s management.
While management believes these projections are reasonable, they remain subject to known and unknown risks and uncertainties. These factors could cause actual results, performance, or achievements to differ significantly from any forward-looking statements provided.
Key risk factors include, but are not limited to:
- The ability to complete the proposed secondary offering
- Stock price volatility
- Other risks detailed in Item 1A “Risk Factors” of StandardAero’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024
- Updates from subsequent SEC filings, including the prospectus associated with this offering
StandardAero disclaims any obligation to update or revise these forward-looking statements, unless required by law. The Company advises investors not to place undue reliance on these statements, as future events, industry trends, or regulatory changes could significantly alter actual outcomes.
The announcement of StandardAero’s upsized secondary public offering represents a significant financial event, with all net proceeds benefiting its Selling Stockholders. By working with top-tier financial institutions as underwriters and joint managers, the Company has positioned this offering strategically within the market.
Furthermore, StandardAero continues to reinforce its reputation as a leading aerospace aftermarket service provider, delivering high-quality MRO and engineering solutions to various aviation sectors. Investors and stakeholders are encouraged to review the final prospectus for further details and to stay informed about the Company’s financial activities in the future.
