Pattonair Limited entered into a definitive merger agreement to acquire Wesco Aircraft Holdings Inc. (NYSE:WAIR) (‘Wesco') from a group of sellers for $1.1 billion on August 8, 2019. Under the agreement, each common share, restricted stock unit, performance share unit and restricted share will receive $11.05 per unit in cash as consideration. Each option to purchase Wesco shares will be converted into the right to receive the excess of the $11.05 per merger consideration over the exercise price of the options. Upon the completion of the transaction, Wesco will become a privately held company, and shares of its common stock no longer will be listed on any public market. In connection with the transaction, Wesco entered into letters with each of Chief Executive Officer Todd Renehan, Executive Vice President and Chief Financial Officer Kerry Shiba, President and Chief Operating Officer Alex Murray and Executive Vice President and Chief Commercial Officer Declan Grant, providing for a transaction bonus and making certain modifications to each executive's existing severance agreement. To finance the transaction, Pattonair has secured committed financing, consisting of a combination of equity to be provided by Platinum Equity Capital Partners IV L.P. and debt to be provided by Bank of America, N.A., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. the aggregate proceeds of which, together with cash on hand at Wesco, will be sufficient pay the consideration and all other closing payments and related fees and expenses. The transaction will be funded through debt financing in an aggregate principal amount of approximately $2.55 billion consisting of a senior secured term loan facility in an aggregate principal amount of $800 million, a senior secured, asset-based revolving credit facility in an aggregate principal amount of $375 million, a senior secured bridge loan facility in an aggregate principal amount of $800 million and a senior unsecured bridge loan facility in an aggregate principal amount of $575 million and a cash equity investment by Platinum Equity Capital Partners International IV (Cayman), L.P. in an aggregate amount of $250 million. Upon completion, Wesco would become a subsidiary of Pattonair. Wesco may be required to pay a fee of up to $39 million while Pattonair is liable to pay a fee of up to $112 million in the event of termination of the transaction under certain circumstances.

The transaction is subject to Wesco shareholder approval, regulatory clearances, expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, requisite competition and merger controls approvals in the United Kingdom, Germany, Poland and Canada, authorization by the French Ministry of Economy and Finance pursuant to French foreign investment regulations and other customary closing conditions. The Snyder Family Trusts and affiliates of The Carlyle Group and Makaira Partners support the transaction and have entered into voting and support agreements to vote their shares in favor of the transaction. The Wesco and Pattonair Board unanimously approved the agreement and recommended shareholders to vote in favour of the agreement. On September 18, 2019, the French Ministry of Economy and Finance stated that the merger does not require its prior authorization, satisfying the applicable closing condition under the merger agreement that the French Ministry of Economy and Finance has decided that such foreign investment is approved or otherwise falls outside the scope of the French foreign investment regime. As of September 20, 2019, Federal trade commission has granted early termination notice. On October 14, 2019, the Federal Cartel Office (Bundeskartellamt) confirmed that the Merger does not restrict competition in Germany, satisfying the applicable closing condition under the Merger Agreement for receipt of competition and merger controls approvals in Germany. On 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 approvals in Poland. On October 24, 2019, shareholders of Wesco approved the transaction. On October 30, 2019, the Commissioner of Competition of Canada issued a no-action letter, satisfying the applicable closing condition for receipt of competition and merger controls approval in Canada. On November 8, 2019, the U.K. Competition and Markets Authority (CMA) has until January 9, 2020 to make a decision on the transaction. 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. As of January 2, 2019, the transaction was cleared by The Competition and Markets Authority of United Kingdom. The transaction is expected to be completed in the fourth quarter of 2019. Transaction also received approval by by competition authorities in United States. As of October 24, 2019, the transaction is expected to be completed by the end of calendar year 2019. As of November 26, 2019, the transaction may close early in the first calendar quarter of 2020. As of January 6. 2020, the transaction is expected to close on or about January 9, 2020.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC served as financial advisors and provided a fairness opinion to Wesco. Daniel T. Lennon, Bradley C. Faris, Rachel Sheridan, Jason Licht, Brian Miller, Jennifer Van Driesen, David Raab, Adam Kestenbaum, Steven Betensky, James Barrett, David Hazelton, Kyle Jefcoat, Les Carnegie, Erin Brown Jones and Dara Denberg from Latham & Watkins LLP provided legal counsel to Wesco. Ken Lefkowitz, Gerold Niggemann, Spencer Harrison, Andy Braiterman, Matthew Syrkin, Gary Simon, Steve Greene, Michael DeBernardis, Erin DeCecchis, Jim Delaney, Alan Kashdan, Carol Remy, M. Shams Billah, Giorgia Nagalli and Ose Okoruwa from Hughes Hubbard & Reed LLP provided legal counsel to Pattonair. Cristopher Greer and Joshua Deason of Willkie Farr & Gallagher LLP provided financing legal counsel to Pattonair. MacKenzie Partners, Inc. acted as information agent to Wesco Aircraft and will receive a fee of $0.015 million for its services. Wesco will pay Morgan Stanley & Co. LLC a fee for $17.1 million, $2.6 million of which became due and payable at the time Morgan Stanley delivered its opinion and the remainder of which is contingent upon the consummation of the transaction. J.P. Morgan Securities LLC will receive a fee of $9 million for its services, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which becomes payable upon the consummation of the transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent for Wesco.

Pattonair Limited completed the acquisition of Wesco Aircraft Holdings, Inc. (NYSE:WAIR) from a group of sellers on January 9, 2020.