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AAR Prices Upsized Offering of Senior Notes to Finance Triumph Product Support Acquisition

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WOOD DALE, Ill., Feb. 14, 2024 /PRNewswire/ — AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that AAR Escrow Issuer, LLC, a wholly owned, unrestricted subsidiary of the Company (the “Escrow Issuer”), has successfully priced its offering of $550 million aggregate principal amount of 6.750% senior notes due 2029 (the “Notes”). The offering was upsized to $550 million from the original offering size of $500 million in aggregate principal amount of Notes. The Notes will bear interest at a fixed annual rate of 6.750% and will mature on March 15, 2029. The offering is expected to close on March 1, 2024, subject to customary closing conditions.

The Company intends to use the net proceeds of the senior notes offering to fund a portion of the purchase price for its pending acquisition of Triumph Group’s (NYSE: TGI) Product Support business (the “Triumph Product Support Acquisition”).

Substantially concurrently with the consummation of the Triumph Product Support Acquisition, the Company intends to amend its revolving credit facility (the “Revolving Credit Facility”) to, among other things, increase the aggregate lending commitments thereunder from $620 million to at least $795 million. The Company intends to fund the balance of the acquisition consideration with cash on hand and borrowings under the Revolving Credit Facility, as amended.

If the senior notes offering closes prior to the consummation of the Triumph Product Support Acquisition, (1) the gross proceeds from the offering will be deposited into an escrow account for the benefit of the holders of the Notes until the date on which certain escrow conditions are satisfied, including the closing of the Triumph Product Support Acquisition, and (2) the Notes will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest, if any, from the issue date of the Notes, to, but excluding, the date of the special mandatory redemption. If the senior notes offering closes substantially concurrently with the consummation of the Triumph Product Support Acquisition, the Notes will not be subject to the aforementioned procedures.

Prior to the consummation of the Triumph Product Support Acquisition, the Notes will be the sole obligation of the Escrow Issuer. Substantially concurrently with the consummation of the Triumph Product Support Acquisition, the Escrow Issuer will merge with and into the Company, with the Company continuing as the surviving entity. The Company will then assume the obligations of the Escrow Issuer under the Notes and the indenture governing the Notes, and the Notes will be fully and unconditionally guaranteed by each of the Company’s subsidiaries that guarantee the Company’s obligations under the Revolving Credit Facility.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered and sold only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About AAR

AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions and Expeditionary Services.

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 and which reflect management’s expectations about future conditions, including but not limited to the pending Triumph Product Support Acquisition. Forward-looking statements often address our expected future operating and financial performance and financial condition, or sustainability targets, goals, commitments and other business plans, and often 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.

Factors that may cause actual results to differ materially from current expectations include, among others, risks associated with the Company’s ability to consummate the Triumph Product Support Acquisition and the timing of the Triumph Product Support Acquisition; risks and uncertainties related to general market conditions and the completion of the senior notes offering on the anticipated terms, or at all, and the Company’s entry into the proposed amendment to the Revolving Credit Facility; the Company’s ability to successfully integrate the acquired business; the Company’s ability to realize the anticipated benefits and synergies of the Triumph Product Support Acquisition as rapidly or to the extent anticipated; risks related to the Company’s ability to obtain any contemplated financing on favorable terms, or at all; the amount of costs, fees and expenses related to the Triumph Product Support Acquisition; and other factors that could affect the Company’s business. 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. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as the Company’s other subsequent filings with the Securities and Exchange Commission. 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 and the anticipated benefits of the Triumph Product Support Acquisition may not be realized. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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, except as required by law.

Contact:

Dylan Wolin
Vice President, Strategic & Corporate Development and Treasurer
+1-630-227-2017
dylan.wolin@aarcorp.com 

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SOURCE AAR CORP.

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NASA Awards $1.5 Million at Watts on the Moon Challenge Finale

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WASHINGTON, Sept. 20, 2024 /PRNewswire/ — NASA has awarded a total of $1.5 million to two U.S. teams for their novel technology solutions addressing energy distribution, management, and storage as part of the agency’s Watts on the Moon Challenge. The innovations from this challenge aim to support NASA’s Artemis missions, which will establish long-term human presence on the Moon.

This two-phase competition has challenged U.S. innovators to develop breakthrough power transmission and energy storage technologies that could enable long-duration Moon missions to advance the nation’s lunar exploration goals. The final phase of the challenge concluded with a technology showcase and winners’ announcement ceremony Friday at Great Lakes Science Center, home of the visitor center for NASA’s Glenn Research Center in Cleveland.

“Congratulations to the finalist teams for developing impactful power solutions in support of NASA’s goal to sustain human presence on the Moon,” said Kim Krome-Sieja, acting program manager for NASA Centennial Challenges at NASA’s Marshall Space Flight Center in Huntsville, Alabama. “These technologies seek to improve our ability to explore and make discoveries in space and could have implications for improving power systems on Earth.”

The winning teams are:

First prize ($1 million): High Efficiency Long-Range Power Solution of Santa Barbara, CaliforniaSecond prize ($500,000): Orbital Mining Corporation of Golden, Colorado

Four teams were invited to refine their hardware and deliver full system prototypes in the final stage of the competition, and three finalist teams completed their technology solutions for demonstration and assessment at NASA Glenn. The technologies were the first power transmission and energy storage prototypes to be tested by NASA in a vacuum chamber mimicking the freezing temperature and absence of pressure found at the permanently shadowed regions of the Lunar South Pole. The simulation required the teams’ power systems to demonstrate operability over six hours of solar daylight and 18 hours of darkness with the user three kilometers (nearly two miles) away from the power source.

During this competition stage, judges scored the finalists’ solutions based on a Total Effective System Mass (TESM) calculation, which measures the effectiveness of the system relative to its size and weight – or mass – and the total energy provided by the power source. The highest-performing solution was identified based on having the lowest TESM value – imitating the challenges that space missions face when attempting to reduce mass while meeting the mission’s electrical power needs.

Team H.E.L.P.S. (High Efficiency Long-Range Power Solution) from University of California, Santa Barbara, won the grand prize for their hardware solution, which had the lowest mass and highest efficiency of all competitors. The technology also featured a special cable operating at 800 volts and an innovative use of energy storage batteries on both ends of the transmission system. They also employed a variable radiation shield to switch between conserving heat during cold periods and disposing of excess heat during high power modes. The final 48-hour test proved their system design effectively met the power transmission, energy storage, and thermal challenges in the final phase of competition.

Orbital Mining Corporation, a space technology startup, received the second prize for its hardware solution that also successfully completed the 48-hour test with high performance. They employed a high-voltage converter system coupled with a low-mass cable and a lithium-ion battery.

“The energy solutions developed by the challenge teams are poised to address NASA’s space technology priorities,” said Amy Kaminski, program executive for Prizes, Challenges, and Crowdsourcing in NASA’s Space Technology Mission Directorate at NASA Headquarters in Washington. “These solutions support NASA’s recently ranked civil space shortfalls, including in the top category of surviving and operating through the lunar night.”

During the technology showcase and winners’ announcement ceremony, NASA experts, media, and members of the public gathered to see the finalist teams’ technologies and hear perspectives from the teams’ participation in the challenge. After the winners were announced, event attendees were also welcome to meet NASA astronaut Stephen Bowen.

The Watts on the Moon Challenge is a NASA Centennial Challenge led by NASA Glenn. NASA Marshall Space Flight Center manages Centennial Challenges, which are part of the agency’s Prizes, Challenges, and Crowdsourcing program in the Space Technology Mission Directorate. NASA contracted HeroX to support the administration of this challenge.

For more information on NASA’s Watts on the Moon Challenge, visit:

https://www.nasa.gov/wattson

 

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SOURCE NASA

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Kits Eyecare Ltd. Files Final Prospectus For Secondary Offering of Common Shares

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Final Short Form Prospectus Accessible on SEDAR+

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Sept. 20, 2024 /CNW/ – Kits Eyecare Ltd. (TSX: KITS) (“KITS” or the “Company”), a leading vertically integrated eyecare provider, is pleased to announce that it has filed with the securities regulatory authorities in each of the provinces of Canada, other than Québec, and obtained a receipt for, a final short form prospectus (the “Final Prospectus”) in connection with the previously announced secondary offering of common shares of the Company (the “Common Shares”) pursuant to which Canaccord Genuity Corp., as sole bookrunner and co-lead underwriter, together with Beacon Securities Limited, as co-lead underwriter, on behalf of a syndicate of underwriters (collectively, the “Underwriters”) have agreed to purchase, on a bought deal basis, an aggregate of 1,125,000 Common Shares held by Roger Hardy and entities managed by Roger Hardy (the “Hardy Shareholders”), LD Group Holdings Ltd. (“LD Group”) and Joseph Thompson (together with the Hardy Shareholders and LD Group, the “Selling Securityholders”) at an offering price of $10.15 per share (the “Offering Price”) for total gross proceeds to the Selling Securityholders of $11,418,750 (the “Offering”). KITS will not receive any proceeds from the Offering.

The Underwriters have also been granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 168,750 Common Shares from the Selling Securityholders at the Offering Price for additional gross proceeds of $1,712,812.50 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering, which is expected to occur on or about September 26, 2024 and is subject to certain customary closing conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.

Access to the Final Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from Canaccord Genuity Corp. at ecm@cgf.com by providing the contact with an email address or address, as applicable.

About KITS

KITS makes eyecare easy. KITS is a leading vertically integrated digital eyecare brand providing eyewear for eyes everywhere. We offer customers access to a vast selection of contact lenses and eyeglasses, including our own exclusive KITS designed products, as well as a robust suite of online vision tools. Our efficient digital platform, backed by our industry-leading manufacturing and designs, removes intermediaries, and enables us to offer great prices and deliver made to order personalized products with incredible care and accuracy. We are creating disruption in the industry by constantly pursuing cutting-edge technologies to enable the best customer experience, including online eyewear fitting tools, and virtual try-on for glasses. We strive to delight our customers with our competitive prices, a convenient digital shopping experience, fast and reliable delivery options, and an unrelenting focus on earning our customers’ lifelong trust. For more information on KITS, visit: www.kits.com.

Forward-Looking Information

Certain information in this press release, including statements relating to the closing date of the Offering, and the exercise by the Underwriters of the Over-Allotment Option, constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by KITS as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail under the “Risk Factors” sections of the management’s annual information form, discussion and analysis of financial condition and results of operations of KITS for the 3-month and 6-month periods ended June 30, 2024, each available at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect KITS; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. In particular, the closing of the Offering is subject to customary closing conditions and there can be no assurance that all such conditions will be satisfied. The forward-looking statements contained in this press release are made as of the date of this press release, and KITS expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE KITS Eyecare Ltd.

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Disparities Narrowing Among Patients Undergoing Blood Stem Cell Transplant, Roswell Park Study Reveals

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Historically, some patients with blood cancers have been less likely than others to receive stem cell transplant, also known as bone marrow transplant. Theresa Hahn, PhD, of Roswell Park is lead author of a new study showing that older adults and Black patients are much less likely than people from other groups to receive a blood stem cell transplant.

BUFFALO, N.Y., Sept. 20, 2024 /PRNewswire-PRWeb/ —

Study led by Dr. Theresa Hahn published in JAMA Network OpenNumber of transplants for blood cancers rose from 2009 to 2018Research team analyzed trends in transplant utilization for that period

Every year, more than 22,000 patients in the U.S. undergo a potentially lifesaving blood stem cell transplant — often called a “bone marrow transplant” — for the treatment of hematologic diseases. But historically, some patients with blood cancers have been less likely than others to receive the treatment. Theresa Hahn, PhD, of Roswell Park Comprehensive Cancer Center is lead author of a new study in the journal JAMA Network Open showing that while progress has been made in reducing those disparities, older adults and Black patients are much less likely than people from other groups to receive a blood stem cell transplant.

“This study shows that while progress has been made to reduce disparities among racial and ethnic groups, there’s a need to improve hematopoietic cell transplant utilization rates in older adults and in Black patients of all ages.” — Theresa Hahn, PhD, Roswell Park Comprehensive Cancer Center

The research team analyzed data provided by the Center for International Blood and Marrow Transplant Research (CIBMTR) for 136,280 patients who underwent hematopoietic cell transplant (HCT) in the U.S. between 2009 and 1018, comparing those numbers with the incidence of six blood cancers (acute myeloid and lymphoblastic leukemia, multiple myeloma, Hodgkin and non-Hodgkin lymphoma and myelodysplastic syndrome) in various age, race and ethnic groups the U.S. as reported by the National Cancer Institute’s Surveillance Epidemiology and End Results (SEER) Program.

The team found that during that period, the use of HCT increased for the treatment of most blood cancers — and rose among all age, race and ethnic groups.

The researchers also discovered that in the most recent years analyzed, from 2017-2018:

The rate of HCT utilization for blood cancers rose among Hispanic and younger patients to equal the rate of non-Hispanic white patients.Non-Hispanic Black patients had a lower rate of HCT for all six diseases studied.Pediatric, adolescent and young adult patients had a higher rate than adult patients of allogeneic HCT, which involves receiving cells from a healthy donor.

“This study shows that while progress has been made to reduce disparities among racial and ethnic groups, there’s a need to improve hematopoietic cell transplant utilization rates in older adults and in Black patients of all ages,” says Dr. Hahn, Professor of Oncology in the Department of Cancer Prevention and Control at Roswell Park and the study’s first author.

The research team also include Dr. Hahn’s Roswell Park colleague Megan Herr, PhD, and collaborators from the Medical College of Wisconsin, Milwaukee; the CIBMTR; and the Mayo Clinic.

From the world’s first chemotherapy research to the PSA prostate cancer biomarker, Roswell Park Comprehensive Cancer Center generates innovations that shape how cancer is detected, treated and prevented worldwide. Driven to eliminate cancer’s grip on humanity, the Roswell Park team of 4,000 makes compassionate, patient-centered cancer care and services accessible across New York State and beyond. Founded in 1898, Roswell Park was among the first three cancer centers nationwide to become a National Cancer Institute-designated comprehensive cancer center and is the only one to hold this designation in Upstate New York. To learn more about Roswell Park Comprehensive Cancer Center and the Roswell Park Care Network, visit http://www.roswellpark.org, call 1-800-ROSWELL (1-800-767-9355) or email ASKRoswell@RoswellPark.org.

Media Contact

Julia Telford, Roswell Park Comprehensive Cancer Center, 716-845-4919, julia.telford@roswellpark.org, roswellpark.org

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SOURCE Roswell Park Comprehensive Cancer Center

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