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CUSIP No. 950814103
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SCHEDULE 13D/A
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Page
4
of 7 Pages
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This Amendment No. 3 amends and supplements the Schedule 13D originally filed with the
Securities and Exchange Commission (the
SEC
) on February 27, 2015 (collectively, this
Schedule 13D
) by Thomas M. Bancroft III (
Mr.
Bancroft
) and Makaira Partners, LLC
(
Makaira
and together, the
Reporting Persons
), as amended by Amendment No. 1 and Amendment No. 2 thereto, filed with the SEC by the Reporting Persons respectively on May 31, 2017 and
February 14, 2018, in each case, with respect to the common stock, par value $0.001 per share, of Wesco Aircraft Holdings, Inc. (
Common Stock
), a Delaware corporation (the
Company
). The filing of any
amendment to this Schedule 13D shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule
13d-2
of
the Securities Exchange Act of 1934, as amended.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended to add the following information:
A.
Voting Agreement
:
On August 8, 2019, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Wolverine
Intermediate Holding II Corporation, a Delaware corporation (
Parent
), and Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (
Merger Sub
). Parent and Merger Sub
are indirect subsidiaries of funds managed and advised by Platinum Equity Advisors, LLC, a New York-based private equity firm. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger
Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the
Merger
).
As a condition to Parent entering into the Merger Agreement, (x) Makaira Offshore Master Fund, L.P. and (y) Makaira Indica, L.P.
(collectively, the
Makaira Funds
), which are two investment funds managed and advised by Makaira, entered into a Voting and Support Agreement (the
Voting Agreement
) with the Parent and Merger Sub. Under the
Voting Agreement, each of the Makaira Funds agreed, among other things, to vote all shares of Common Stock owned by it in favor of the Merger. In addition, under the Voting Agreement, each of the Makaira Funds agreed, among other things, not to,
during the term of the Voting Agreement and except to the extent permitted by the Merger Agreement, (i) initiate, solicit, propose or knowingly facilitate, induce or encourage the making of any Acquisition Proposal (as defined in the Merger
Agreement) from third parties, including by way of furnishing any
non-public
information to any third party, (ii) enter in, continue or otherwise participate in any discussions or negotiations with any
third party regarding any acquisition proposal for the Company, (iii) resolve or agree to do any action in the foregoing clauses (i) or (ii), or (iv) direct, instruct, induce or encourage certain of its affiliates to take any activity
described in clauses (i), (ii) or (iii).
The Voting Agreement will terminate upon the earliest of (i) the consummation of the
Merger, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) the date on which any amendment of, modification to or waiver under the Merger Agreement is entered into or given that would reduce or alter the
form of merger consideration under the Merger Agreement.
The Voting Agreement does not apply to Makaira, any of its affiliates or any
investment fund or account managed or advised by Makaira, in each case, except for the Makaira Funds.
The foregoing description of the
Voting Agreement is hereby qualified in its entirety by reference to the form of Voting Agreement, which was included as an exhibit to the Current Report on
Form 8-K
filed by the Company with the SEC on
August 9, 2019, and which is hereby incorporated by reference in its entirety.
B.
Cessation of Authority Over
Separate
Account Shares
:
The Common Stock that Makaira previously may be deemed to beneficially own included 3,859,178 shares of Common Stock
(the
Separate Account Shares
) held in the name of a client in a separate account over which Makaira, as investment adviser, had discretionary trading authority. On August 16, 2019, Makairas authority over the Separate
Account Shares, including all authority to dispose or direct the disposition of the Separate Account Shares, ended. As a result, Makaira no longer may be deemed to beneficially own any of the Separate Account Shares.