0001140361-19-015299.txt : 20190819 0001140361-19-015299.hdr.sgml : 20190819 20190819171116 ACCESSION NUMBER: 0001140361-19-015299 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190808 FILED AS OF DATE: 20190819 DATE AS OF CHANGE: 20190819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLATINUM EQUITY LLC CENTRAL INDEX KEY: 0001228754 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037189 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121195 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Capital Partners International IV (Cayman), L.P. CENTRAL INDEX KEY: 0001785535 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037190 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Partners International IV (Cayman), L.P. CENTRAL INDEX KEY: 0001785528 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037191 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IV (Cayman), LLC CENTRAL INDEX KEY: 0001785531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037192 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 09210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IV, LLC CENTRAL INDEX KEY: 0001756333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037193 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IV Manager, LLC CENTRAL INDEX KEY: 0001756332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037194 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity InvestCo, L.P. CENTRAL INDEX KEY: 0001756331 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037195 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IC (Cayman), LLC CENTRAL INDEX KEY: 0001756330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037196 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum InvestCo (Cayman), LLC CENTRAL INDEX KEY: 0001766567 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037197 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings, LLC CENTRAL INDEX KEY: 0001634372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35253 FILM NUMBER: 191037198 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 712 1195 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wesco Aircraft Holdings, Inc CENTRAL INDEX KEY: 0001378718 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 205441563 BUSINESS ADDRESS: STREET 1: 24911 AVENUE STANFORD CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 661-775-7200 MAIL ADDRESS: STREET 1: 24911 AVENUE STANFORD CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: Wesco Holdings Inc DATE OF NAME CHANGE: 20061019 3 1 form3.xml FORM 3 X0206 3 2019-08-08 0 0001378718 Wesco Aircraft Holdings, Inc WAIR 0001228754 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001785535 Platinum Equity Capital Partners International IV (Cayman), L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001785528 Platinum Equity Partners International IV (Cayman), L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001785531 Platinum Equity Investment Holdings IV (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001756333 Platinum Equity Investment Holdings IV, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001756332 Platinum Equity Investment Holdings IV Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001756331 Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001766567 Platinum InvestCo (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true 0001634372 Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 true Common Stock, par value $0.001 per share 40952683 I See Footnotes Wolverine Intermediate Holding Corporation ("WIH") is the sole shareholder of Wolverine Intermediate Holding II Corporation ("WIH II") and may be deemed to beneficially own the shares of common stock, par value $0.001 per share, of the Issuer (the "Shares") beneficially owned by WIH II. Wolverine Holdings Corporation ("WHC") is the sole shareholder of WIH and may be deemed to beneficially own the Shares beneficially owned by WIH. Platinum Equity Capital Partners International IV (Cayman), L.P. ("PECP Int'l IV") is the sole shareholder of WHC and may be deemed to beneficially own the Shares beneficially owned by WHC. Platinum Equity Partners International IV (Cayman), L.P. ("PEP Int'l IV") is the general partner of PECP Int'l IV and may be deemed to beneficially own the Shares beneficially owned by PECP Int'l IV. (Continued from Footnote 1) Platinum Equity Investment Holdings IV (Cayman), LLC ("PEIH IV Cayman") is the general partner of PEP Int'l IV and may be deemed to beneficially own the Shares beneficially owned by PEP Int'l IV. Platinum Equity Investment Holdings IV, LLC ("PEIH IV") is the sole member of PEIH IV Cayman and may be deemed to beneficially own the Shares beneficially owned by PEIH IV Cayman. Platinum Equity Investment Holdings IV Manager, LLC ("PEIH IV Manager") is the sole manager of PEIH IV and may be deemed to beneficially own the Shares beneficially owned by PEIH IV. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH IV and may be deemed to beneficially own the Shares beneficially owned by PEIH IV. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the Shares beneficially owned by PEI LP. (Continued from Footnote 2) Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the Shares beneficially owned by PEIH IC LLC. Platinum InvestCo (Cayman), LLC ("PI LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own the Shares beneficially owned by PEI LP. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH IV Manager and PEIH LLC and may be deemed to beneficially own the Shares beneficially owned by each of PEIH IV Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PI LLC and may be deemed to beneficially own the Shares beneficially owned by PI LLC. (Continued from Footnote 3) Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Shares beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the Shares beneficially owned by each of the foregoing entities except to the extent of any pecuniary interest therein. Because of the relationship discussed above, each Reporting Person may be deemed to own securities reported in this Form 3. WIH II and Wolverine Merger Corporation ("Merger Sub") entered into Voting and Support Agreements (collectively, the "Voting Agreements") with Falcon Aerospace Holdings, LLC, certain affiliates of Makaira Partners, LLC and Randy Snyder and certain affiliated trusts. The Voting Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 8, 2019, by and among Wolverine, Merger Sub and the Issuer. For additional information regarding the Voting Agreements and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 19, 2019 (the "Schedule 13D"). As a result of certain provisions contained in the Voting Agreements, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 40,952,683 Shares, representing approximately 41.1% of the 99,749,063 Shares outstanding as of August 7, 2019 (as represented to the Reporting Persons by the Issuer pursuant to the Merger Agreement) deemed beneficially owned pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such Shares that are the subject of the Voting Agreements and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such Shares that are the subject of the Voting Agreements and covered by this Form 3. Exhibit 24.1 - Power of Attorney (Mr. Gores), incorporated herein by reference to Exhibit 4 to the Schedule 13D; Exhibit 99.1 - Joint Filing Agreement, incorporated herein by reference to Exhibit 3 to the Schedule 13D; and Exhibit 99.2 - Signatures Form. See Exhibit 99.2 Signatures 2019-08-19 EX-99.2 2 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

 
PLATINUM EQUITY CAPITAL PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
     
 
By:
Platinum Equity Partners International IV (Cayman), L.P.
 
Its:
General Partner
     
 
By:
Platinum Equity Investment Holdings IV (Cayman), LLC
 
Its:
General Partner
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
     
 
By:
Platinum Equity Investment Holdings IV (Cayman), LLC
 
Its:
General Partner
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY INVESETMENT HOLDINGS IV (CAYMAN), LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary
 

 
PLATINUM EQUITY INVESTCO, L.P.
     
 
By:
Platinum Equity Investment Holdings IC (Cayman), LLC
 
Its:
General Partner
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM INVESTCO (CAYMAN), LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
PLATINUM EQUITY, LLC
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary
 

 
TOM GORES
     
 
By:
/s/ Mary Ann Sigler
   
Name: Mary Ann Sigler
   
Title: Attorney-in-Fact

 
WOLVERINE HOLDINGS CORPORATION
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary
 
2

 
WOLVERINE INTERMEDIATE HOLDING CORPORATION
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary

 
WOLVERINE INTERMEDIATE HOLDING II CORPORATION
     
 
By:
/s/ Justin Maroldi
   
Name: Justin Maroldi
   
Title: Assistant Secretary


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