UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~October~~ 24November 25, 2019

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35253	20-5441563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

24911 Avenue Stanford

Valencia, California 91355

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (661) 775-7200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	WAIR	New York Stock Exchange

~~Emerging~~Item ~~growth~~2.02 Results ~~company ¨~~ of Operations and Financial Condition.

IfOn anNovember 25, ~~emerging~~2019, ~~growth~~Wesco ~~company~~Aircraft Holdings, Inc. ~~indicate~~(the by“Company”) ~~check~~announced ~~mark~~its iffinancial results for the ~~registrant~~ ~~has~~fiscal ~~elected~~quarter ~~not~~ended toSeptember 30, ~~use~~2019. The full text of the ~~extended~~press ~~transition~~release ~~period~~issued ~~for~~by ~~complying~~the ~~with~~Company ~~any~~in ~~new~~connection orwith ~~revised~~the ~~financial~~announcement ~~accounting~~is ~~standards provided~~furnished ~~pursuant~~as Exhibit 99.1 to ~~Section~~this ~~13(a)~~Current ofReport ~~the~~on ~~Exchange Act.~~Form ¨ 8-K.

~~Item~~The 5information in this Current Report on Form 8-K (including Exhibit 99.~~07.~~1) ~~Submission~~is being furnished and shall not be deemed “filed” for purposes of ~~Matters~~Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to athe ~~Vote~~liabilities of ~~Security~~that ~~Holders~~section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

OnItem ~~October 24, 2019, Wesco Aircraft Holdings, Inc~~8.01 Other (the “Company” or “Wesco Aircraft”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Wolverine Intermediate Holding II Corporation, a Delaware corporation (“Parent”), Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, providing for the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of ParentEvents.

AsOn ofAugust ~~September 9~~8, 2019, the ~~record~~Company ~~date~~entered into an Agreement and Plan of Merger (the ~~Special~~“Merger ~~Meeting~~Agreement”) with Wolverine Intermediate Holding II Corporation, ~~there~~a ~~were~~Delaware 99corporation (“Parent”),~~749~~ and Wolverine Merger Corporation,~~063~~ ~~shares~~a ofDelaware ~~Wesco~~corporation ~~Aircraft~~and ~~common~~a ~~stock~~direct ~~outstanding,~~wholly ~~each~~owned subsidiary of ~~which~~ ~~was~~Parent ~~entitled~~(“Merger toSub”), ~~one~~pursuant ~~vote~~to ~~for~~which ~~each~~Parent ~~proposal~~will atacquire the ~~Special~~Company ~~Meeting~~for $11.05 Atper share through the ~~Special~~merger ~~Meeting~~of Merger Sub with and into the Company, with the Company surviving as a ~~total~~wholly owned subsidiary of ~~89,705,620~~Parent ~~shares~~ (the “Merger”). Parent and Merger Sub are affiliates of ~~Wesco~~Platinum ~~Aircraft~~Equity ~~common~~Advisors, ~~stock~~LLC, ~~representing~~a ~~approximately~~U.S.-based 89private equity firm.9% The closing of the ~~outstanding~~Merger ~~shares~~is ~~entitled~~subject to ~~vote~~customary closing conditions, ~~were~~including ~~present~~regulatory approvals in ~~person~~ orthe byU.K., ~~proxy~~Germany, ~~constituting~~Poland aand ~~quorum to conduct business~~Canada.

AtOn ~~the~~October ~~Special~~14, ~~Meeting~~2019, ~~Wesco~~ ~~Aircraft~~the ~~stockholders~~Federal ~~considered~~Cartel ~~three~~Office ~~proposals,~~(Bundeskartellamt) ~~each~~ of ~~which~~Germany isconfirmed ~~described~~that inthe ~~more~~Merger ~~detail~~does innot arestrict ~~definitive~~competition ~~proxy~~in ~~statement filed~~Germany, bysatisfying ~~Wesco Aircraft with~~ the ~~Securities~~applicable ~~and~~closing ~~Exchange~~condition ~~Commission~~under ~~on September 13, 2019 (~~the ~~“Proxy~~Merger ~~Statement”). The~~Agreement ~~final~~for ~~results~~receipt ~~regarding~~of ~~each~~competition ~~proposal~~and ~~are~~merger ~~set~~controls ~~forth~~approval ~~below~~in Germany.

~~Proposal~~On ~~1: Approval~~October 18, 2019, the President of the Office of Competition and Consumer Protection of Poland granted its consent allowing the Merger, satisfying the applicable closing condition under the Merger Agreement for receipt of competition and merger controls approval in Poland.

~~Wesco~~On ~~Aircraft’s~~October ~~stockholders~~30, ~~approved~~ 2019, the ~~proposal~~Commissioner toof ~~adopt~~Competition of Canada issued a no-action letter, satisfying the ~~Merger~~applicable ~~Agreement~~closing (condition under the “Merger ~~Proposal”).~~Agreement ~~The~~for ~~voting~~receipt ~~results~~of ~~for~~competition ~~the~~and ~~Merger~~merger ~~Proposal were~~controls asapproval ~~follows:~~in Canada.

Votes For		Votes Against		Abstentions		Broker Non-Votes
89,608,128		44,144		53,348		—

On November 8, 2019, Wesco and Parent made the formal filing to the U.K. Competition and Markets Authority (the “CMA”). The CMA has until January 9, 2020, which is 40 working days from the start of its investigation, to make a decision (“CMA Phase 1”). The 40-day limit can also be extended up to 50 working days under certain circumstances. If the CMA is of the view that the Merger could result in a substantial lessening of competition, the CMA could refer the transaction for an in-depth second phase investigation (“CMA Phase 2”). The CMA has 24 weeks (extendable up to an additional eight weeks) from the date of referral to CMA Phase 2 to make its final decision.

~~Proposal~~As 2:a ~~Adjournment~~result, the Merger may close early in the first calendar quarter of 2020, as opposed to the ~~Special Meeting~~previously anticipated December 2019 closing date.

~~Wesco~~Forward-Looking Aircraft’s stockholders approved the proposal to adjourn the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). The voting results for the Adjournment Proposal were as follows:Statements

Votes For		Votes Against		Abstentions		Broker Non-Votes
86,079,314		3,571,073		55,233		—

Certain statements contained in this document may be considered forward-looking statements within the meaning of U.S. securities laws, including Section 21E of the Exchange Act, including statements regarding the proposed transaction and the ability to consummate the proposed transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee of approximately $39 million; (3) the risk that the Merger disrupts the Company’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on the Company’s operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that the Company’s stock

~~Although the Adjournment Proposal was approved, adjournment of the Special Meeting was not necessary because Wesco Aircraft’s stockholders approved the Merger Proposal.~~2

~~Proposal~~price 3:may ~~Advisory~~decline ~~Vote~~significantly onif the Merger~~-Related Named~~ ~~Executive~~is ~~Officer~~not ~~Compensation~~consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (9) other factors that could affect the results of the Company’s business such as general economic and industry conditions, changes in military spending, a loss of significant customers or a material reduction in purchase orders by significant customers, suppliers’ ability to provide products in a timely manner, in adequate qualities and at a reasonable cost, and the Company’s ability to maintain effective information technology and warehouse management systems; and (10) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all.

~~Wesco~~If ~~Aircraft~~the proposed transaction is consummated, the Company’s stockholders ~~approved, on~~will acease ~~non-binding,~~to ~~advisory~~have ~~basis,~~any ~~certain~~equity ~~compensation~~interest ~~that~~in the Company and will orhave ~~may~~no ~~become~~right ~~payable~~to participate in its earnings and future growth. The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the Company’s ~~named~~filings ~~executive~~with ~~officers in~~the ~~connection~~Securities ~~with~~and ~~the~~Exchange ~~Merger~~Commission (the “~~Merger~~SEC”), including the Definitive Proxy Statement filed by the Company on September 13, 2019 and its most recent Annual Report on Form 10-~~Related~~K ~~Compensation~~and ~~Proposal”)~~Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. ~~The~~Except ~~voting~~as ~~results~~required ~~for~~by applicable law, the ~~Merger~~Company undertakes no obligation to update any forward-~~Related Compensation~~looking ~~Proposal~~statement, ~~were~~or to make any other forward-looking statements, whether as ~~follows:~~a result of new information, future events or otherwise.

Votes For		Votes Against		Abstentions		Broker Non-Votes
88,271,484		591,381		842,755		—

Item 9.01 Financial Statements and Exhibits.

Item 8.01. Other Events.

On October 24, 2019, the Company issued a press release announcing stockholder approval of the Merger Proposal, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
ExhibitNumber		Description
99.1		Press Release, ~~dated~~issued ~~October~~by 24the Company on November 25, 2019
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WESCO AIRCRAFT HOLDINGS, INC.
Date: October 24, 2019		By:	/s/ John Holland
Date:	November 25, 2019	By:	/s/ Kerry A. Shiba
			John Holland
			Kerry A. ShibaExecutive Vice President and Chief Financial Officer
			Executive Vice President, Chief Legal and Human Resources Officer

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