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): July 3, 2012
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-35235 |
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20-5441563 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
27727 Avenue Scott
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (661) 775-7200
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 3, 2012, Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), together with Wesco Aircraft Europe, Ltd., a private limited company incorporated in England and Wales (“Wesco Europe,” and together with the Company, the “Buyers”), completed its previously announced acquisition (the “Acquisition”) of substantially all of the assets of Interfast Inc., an Ontario Corporation (“Interfast”). The Acquisition was consummated pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated May 23, 2012, by and among the Buyers and Interfast.
Pursuant to the terms of the Asset Purchase Agreement, the Buyers paid Interfast an aggregate cash purchase price of approximately CDN$134.0 million at the closing of the Acquisition (approximately US$132.4 million based on an exchange rate of CDN$1.00 to US$0.9879 on July 3, 2012), which amount is subject to certain customary adjustments described in the Asset Purchase Agreement. A portion of the purchase price has been placed into an escrow account that will be used to satisfy certain rights to indemnification and other payments as provided in the Asset Purchase Agreement. The Company funded the Acquisition through $95.0 million in borrowings under its existing $150.0 million revolving credit facility, with the remainder paid from cash on hand.
Interfast is a Toronto-based value-added distributor of specialty fasteners, fastening systems and production installation tooling for the aerospace, electronics and general industrial markets. Interfast has a global presence working with both OEM (original equipment manufacturers) and MRO (maintenance, repair and overhaul) businesses to deliver proactive and innovative fastener-based solutions for a broad base of applications.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.
Item 7.01 Regulation FD Disclosure.
The Company’s press release issued in connection with the consummation of the Acquisition is furnished as Exhibit 99.1 to this report.
The information in this item (including exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Press Release, issued by the Company on July 5, 2012 |
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.
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Date: July 5, 2012 |
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WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Gregory A. Hann |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Wesco Aircraft Holdings Closes Acquisition of Interfast Inc.
VALENCIA, CA, July 5, 2012 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, announced today that it completed the acquisition of substantially all of the assets of Interfast Inc. (“Interfast”) on July 3, 2012 pursuant to the definitive agreement announced on May 24, 2012. The CDN$134 million acquisition was funded via a combination of cash and borrowings under Wesco Aircraft’s existing revolving credit facility.
Interfast is a Toronto-based value-added distributor of specialty fasteners, fastening systems and production installation tooling for the aerospace, electronics and general industrial markets. Interfast has a global presence working with both OEM (original equipment manufacturers) and MRO (maintenance, repair and overhaul) businesses to deliver proactive and innovative fastener-based solutions for a broad base of applications.
Randy Snyder, Wesco’s Chairman, President and Chief Executive Officer said, “we are pleased to welcome Interfast and its outstanding employees into the Wesco family. We believe this transaction will accelerate our global growth, strengthen our relationships with several strategic aerospace customers, and support our initiative to implement a new MRO platform.”
The Company expects to provide guidance on the financial impact of the acquisition in conjunction with its upcoming fiscal third quarter 2012 earnings release.
About Wesco Aircraft
Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management. The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 475,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,000 employees across 30 locations in 11 countries.
Contact Information:
Richard Zubek
Investor Relations
661-802-5078
InvestorRelations@wescoair.com
Forward Looking Statements
Certain information in this news release contains forward-looking statements with respect to the Company’s financial condition, results of operations or business or its expectations
or beliefs concerning future events. Such forward-looking statements include discussions about the Company’s business strategies, its acquisition of substantially all of the assets of Interfast and the financial impact of such acquisition on the Company and the Company’s expectations concerning future operations, expected growth in its industry, revenues, earnings per share, margins and profitability. In some cases, you can identify forward-looking statements by terminology such as “will,” “expects,” “believes” or the negative of these terms or other comparable terminology. Although the Company believes that such forward-looking statements are reasonable, it cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve risks, uncertainties, estimates and assumptions that may cause the Company’s actual results, performance or achievements to be materially different than those set forth in this news release. Additional information relating to factors that may cause actual results to differ from the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and its Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2011 and March 31, 2012. The Company undertakes no obligation to update or revise forward-looking statements after the day of the release as a result of new information, future events or developments except as required by law.