StandardAero Announces Pricing of Its Upsized Secondary Offering of 36,000,000 Shares of Common Stock by Affiliates of The Carlyle Group Inc. and GIC Private Limited

Rhea-AI Summary

StandardAero (NYSE: SARO) has announced the pricing of its upsized secondary offering of 36,000,000 shares of common stock by its major stockholders, The Carlyle Group Inc. and GIC Private affiliates. The shares are priced at $28.00 per share.

The selling stockholders have granted underwriters a 30-day option to purchase up to 5,400,000 additional shares. The offering is expected to close on March 27, 2025. StandardAero will not receive any proceeds from this offering as all net proceeds will go to the selling stockholders.

The offering is led by multiple joint book-running managers including J.P. Morgan, Morgan Stanley, RBC Capital Markets, BofA Securities, UBS Investment Bank, and Jefferies. The securities offering is made through a registration statement declared effective by the SEC on March 25, 2025.

Positive

• None.

Negative

• Major shareholders (Carlyle Group and GIC) are reducing their stake in the company through a large secondary offering
• The substantial size of the offering (36M shares plus 5.4M option) could create selling pressure on the stock
• Company receives no proceeds from the offering to fund operations or growth

Insights

Financial Analyst

This secondary offering represents a significant ownership shift for StandardAero as major shareholders Carlyle Group and GIC Private sell 36 million shares at $28.00 per share – approximately $1.008 billion in total value. The 4.5% discount to the current $29.32 share price is standard for transactions of this magnitude to ensure successful placement.

What's critical here is that StandardAero itself receives none of the proceeds – this is entirely existing shareholders monetizing their investment. With an additional 5.4 million share option for underwriters, these institutional investors could potentially divest up to 41.4 million shares, representing roughly 11-13% of StandardAero's market capitalization.

This transaction aligns with typical private equity behavior, where firms like Carlyle eventually seek liquidity on successful investments. The "upsized" nature of the offering (increased from an initially planned smaller amount) suggests strong market demand, a positive indicator despite the selling pressure. However, the substantial block being sold may create temporary downward pressure on the stock as the market absorbs this additional supply.

The high-profile underwriting syndicate (J.P. Morgan, Morgan Stanley, RBC Capital Markets, etc.) indicates strong institutional support for the placement, which should help mitigate volatility. Investors should monitor post-offering stock price stability and whether the selling shareholders retain significant positions after this transaction, which would signal continued confidence in StandardAero's fundamentals.

SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- StandardAero, Inc. (NYSE: SARO) (“StandardAero” or the “Company”) announced today the pricing of its upsized underwritten public offering by two of its stockholders (the “Selling Stockholders”), affiliates of The Carlyle Group Inc. and GIC Private Limited, of an aggregate of 36,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $28.00 per share. The Selling Stockholders will receive all of the net proceeds from this offering. No shares are being sold by the Company. The offering is expected to close on March 27, 2025, subject to the satisfaction of customary closing conditions. The Selling Stockholders granted the underwriters a 30-day option to purchase up to an aggregate of 5,400,000 additional shares of Common Stock.

J.P. Morgan, Morgan Stanley (in alphabetical order), RBC Capital Markets, BofA Securities, UBS Investment Bank, and Jefferies are acting as joint lead book-running managers for the proposed offering. CIBC Capital Markets, Societe Generale, Citizens Capital Markets, Mizuho, Santander, and Wolfe | Nomura Alliance are acting as joint book-running managers, and Carlyle, AmeriVet Securities, Inc. and Drexel Hamilton, LLC are acting as co-managers for the offering.

A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission on March 25, 2025. The offering is being made only by means of a prospectus. Copies of the final prospectus relating to this offering, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmorganchase.com and Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About StandardAero
StandardAero is a leading independent pure-play provider of aerospace engine aftermarket services for fixed- and rotary-wing aircraft, serving the commercial, military and business aviation end markets. StandardAero provides a comprehensive suite of critical, value-added aftermarket solutions, including engine maintenance, repair and overhaul, engine component repair, on-wing and field service support, asset management and engineering solutions. StandardAero is an NYSE listed company under the ticker symbol SARO.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements, including with respect to the proposed secondary offering. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause StandardAero’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the ability to consummate the proposed secondary offering, volatility in the Company’s Common Stock price and those other important factors discussed in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including the prospectus filed in connection with this offering. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, StandardAero assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250325712428/en/

Media Contact

Kyle Hultquist

Kyle.Hultquist@StandardAero.com

(480) 377-3192

Investor Relations Contact

Investors@StandardAero.com

Rama Bondada

Rama.Bondada@StandardAero.com

(480) 377-3142

Source: StandardAero, Inc.

FAQ

What is the size and price of StandardAero's (SARO) secondary stock offering in 2025?

StandardAero's secondary offering consists of 36,000,000 shares priced at $28.00 per share, with an additional 30-day option for underwriters to purchase 5,400,000 shares.

Who are the selling stockholders in StandardAero's (SARO) 2025 secondary offering?

The selling stockholders are affiliates of The Carlyle Group Inc. and GIC Private

Will StandardAero (SARO) receive any proceeds from the 2025 secondary offering?

No, StandardAero will not receive any proceeds from the offering. All net proceeds will go to the selling stockholders.

When is StandardAero's (SARO) secondary offering expected to close?

The offering is expected to close on March 27, 2025, subject to customary closing conditions.