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Wesco Aircraft Holdings, Inc – ‘PREM14A’ for 10/24/19

On:  Thursday, 8/29/19, at 5:21pm ET   ·   For:  10/24/19   ·   Accession #:  1047469-19-4884   ·   File #:  1-35253

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/29/19  Wesco Aircraft Holdings, Inc      PREM14A    10/24/19    1:2.2M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement for a Merger or         HTML   1.57M 
                Acquisition                                                      

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED AUGUST 29, 2019

24911 Avenue Stanford
Valencia, California 91355
(661) 775-7200
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[    ·    ], 2019

Dear Stockholder:

        You are cordially invited to attend a special meeting of stockholders of Wesco Aircraft Holdings, Inc., a Delaware corporation ("Wesco Aircraft," the "Company," "we" or "us"), to be held on [    ·    ], 2019 at [    ·    ], local time, at [    ·    ].

        At the special meeting, you will be asked to consider and vote on three matters:

(i)

a proposal to adopt the Agreement and Plan of Merger, dated August 8, 2019 (as it may be amended from time to time, 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 Wesco Aircraft. Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Platinum Equity Advisors, LLC, a U.S.-based private equity firm ("Platinum"). Pursuant to the terms of the Merger Agreement, and upon the satisfaction or waiver of the conditions to closing set forth therein, Parent will acquire Wesco Aircraft in a cash merger with Merger Sub merging with and into Wesco Aircraft (the "Merger") and Wesco Aircraft surviving the Merger as a wholly owned subsidiary of Parent;



(ii)

a 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; and



(iii)

a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger.

        If the Merger is completed, you will be entitled to receive $11.05 in cash, without interest and subject to all applicable withholding taxes, for each share of Wesco Aircraft common stock (the "Merger Consideration") you own (unless you have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware). The Merger Consideration represents a premium of approximately 14% over the closing share price of Wesco Aircraft's common stock on May 24, 2019, the last trading day before unverified news reports that Wesco Aircraft was exploring strategic alternatives, including a potential sale transaction, a premium of approximately 27.5% over the 90-day volume-weighted average price as of the same date, and a premium of approximately 7.1% over the closing price of Wesco Aircraft common stock on August 8, 2019, the trading day completed before the Merger Agreement was announced.

        After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, our board of directors unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Wesco Aircraft and its stockholders, (ii) approved and declared advisable the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of Wesco Aircraft for their adoption at the special meeting and (iv) recommended that Wesco Aircraft's stockholders adopt the Merger Agreement.

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        Our board of directors unanimously recommends that you vote: (1) "FOR" the proposal to adopt the Merger Agreement; (2) "FOR" the proposal to adjourn the special meeting to a later date or dates if necessary; and (3) "FOR" the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger.

        The accompanying proxy statement contains, among other things, detailed information about Wesco Aircraft, the special meeting, the Merger, the Merger Agreement and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety.

        Your vote is very important, regardless of the number of shares of Wesco Aircraft common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the shares of outstanding Wesco Aircraft common stock as of the record date entitled to vote on the matter. The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote "AGAINST" the Merger Agreement. If you hold your shares in "street name," the failure to either instruct your broker, bank or nominee on how to vote your shares or to vote in person at the special meeting will have the same effect as a vote "AGAINST" the Merger Agreement.

        We hope that you will be able to attend the special meeting. However, whether or not you plan to attend in person, please complete, sign, date and return the proxy card enclosed with the accompanying proxy statement or, if your shares are held in "street name" through a broker, bank or nominee, please instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. Submitting a signed proxy card by mail will ensure your shares are represented at the special meeting. If your shares are held in "street name" through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee.

        On behalf of the board of directors and management of Wesco Aircraft, I extend our appreciation for your continued support and your consideration of this matter.

		Sincerely,
		Randy J. Snyder Chairman of the Board

        Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

        This proxy statement is dated [    ·    ], 2019, and was first mailed to stockholders of Wesco Aircraft on or about [    ·    ], 2019.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED AUGUST 29, 2019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    ·    ], 2019

        Notice is hereby given that a special meeting of stockholders of Wesco Aircraft Holdings, Inc. a Delaware corporation ("Wesco Aircraft," the "Company," "we" or "us"), will be held on [    ·    ], 2019 at [    ·    ], local time, at [    ·    ], for the following purposes:

1.

The Merger Proposal. To adopt the Agreement and Plan of Merger, dated August 8, 2019 (as it may be amended from time to time, 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 Wesco Aircraft. Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Platinum Equity Advisors, LLC, a U.S.-based private equity firm ("Platinum"). Pursuant to the terms of the Merger Agreement, and upon the satisfaction or waiver of the conditions to closing set forth therein, Parent will acquire Wesco Aircraft in a cash merger with Merger Sub merging with and into Wesco Aircraft (the "Merger") and Wesco Aircraft surviving the Merger as a wholly owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to the accompanying proxy statement and is incorporated by reference therein;



2.

The Adjournment Proposal. To approve the adjournment of 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; and



3.

The Compensation Proposal. To approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger.

        Only stockholders of record as of the close of business on [    ·    ], 2019 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof.

        The accompanying proxy statement contains, among other things, detailed information about the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety.

        The affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock outstanding as of the record date and entitled to vote on the matter is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock represented in person or by proxy at the special meeting and entitled to vote thereon is required to approve both the Adjournment Proposal and the Compensation Proposal.

        Your vote is very important, regardless of the number of shares of Wesco Aircraft common stock that you own.    The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote "AGAINST" the Merger Proposal. If you hold your shares in "street name," you should instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee. The failure to do so will have the same effect as a vote "AGAINST" the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote "AGAINST" each of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal.

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        The presence at the special meeting, in person or by proxy, of the holders of record of a majority in voting power of the shares of outstanding Wesco Aircraft common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in "street name" for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes.

        Stockholders who do not vote in favor of and do not otherwise consent in writing to the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), will have the right to seek appraisal of the fair value of their shares of Wesco Aircraft common stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of and not otherwise consenting in writing to the Merger Proposal, any stockholder wishing to exercise its appraisal rights must deliver a written demand for appraisal to Wesco Aircraft before the vote on the Merger Proposal and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix B to the accompanying proxy statement and is incorporated by reference therein.

        Our board of directors unanimously recommends that you vote: (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

		By Order of the Board of Directors,
		Randy J. Snyder Chairman of the Board

Valencia, California
[    ·    ], 2019

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YOUR VOTE IS IMPORTANT

        Ensure that your shares of Wesco Aircraft common stock are voted at the special meeting by submitting your proxy card or, if your shares of Wesco Aircraft common stock are held in "street name" through a broker, bank or nominee, by instructing your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. If you fail to submit a proxy, vote in person at the special meeting or instruct your broker, bank or nominee how to vote your shares, it will have the same effect as voting "AGAINST" the Merger Proposal but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

        If your shares of Wesco Aircraft common stock are registered directly in your name:    You are a stockholder of record and you may submit a proxy to vote your shares of Wesco Aircraft common stock by mail. Please follow the instructions on the enclosed form of proxy.

        If your shares of Wesco Aircraft common stock are held in the name of a broker, bank or nominee:    You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Wesco Aircraft common stock. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares of Wesco Aircraft common stock in your account. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

        If you fail to submit a signed proxy card, fail to attend the special meeting or, if you hold your shares through a bank, broker or nominee, fail to provide voting instructions to your bank, broker or nominee, your shares of Wesco Aircraft common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares of Wesco Aircraft common stock through a broker, bank or nominee, you must obtain from the record holder a "legal proxy" issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it at any time before 11:59 p.m., Eastern Time the day before the special meeting if such revocation is exercised by providing written notice of revocation to John Holland, our Executive Vice President, Chief Legal and Human Resources Officer, by voting in person at the special meeting or by providing a proxy of a later date, pursuant to the instructions set forth in "The Special Meeting—Revocability of Proxies" on page 30 of the accompanying proxy statement. Attendance at the special meeting alone will not revoke a submitted proxy.

        We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Wesco Aircraft common stock, please contact our proxy solicitor:

1407 Broadway, 27th Floor
New York, NY 10018
proxy@mackenziepartners.com
(212) 929-5500
Toll-Free: (800) 322-2885

        YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN A PROXY CARD OR VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR NOMINEE, AS PROMPTLY AS POSSIBLE.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the Merger and the Merger Agreement. These questions and answers may not address all questions that may be important to you as a stockholder of Wesco Aircraft. Please refer to the preceding section of this proxy statement entitled "Summary" and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

Q:

Why am I receiving these materials?

A:

On August 8, 2019, Wesco Aircraft entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Wesco Aircraft, with Wesco Aircraft surviving the Merger and becoming a wholly owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. The Board is furnishing this proxy statement and form of proxy card to the holders of Wesco Aircraft common stock in connection with the solicitation of proxies in favor of the Merger Proposal to be voted at a special meeting of stockholders or at any adjournments or postponements thereof.

Q:

When and where is the special meeting?

A:

The special meeting will take place on [    ·    ], 2019 at [    ·    ], local time, at [    ·    ].

Q:

Who is entitled to vote at the special meeting?

A:

Only stockholders of record as of the close of business on the Record Date ([    ·    ], 2019) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of Wesco Aircraft common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Wesco Aircraft common stock that such holder owned as of the Record Date. As of the Record Date, there were [    ·    ] shares of Wesco Aircraft common stock outstanding and entitled to be voted at the special meeting.

Q:

May I attend the special meeting and vote in person?

A:

Yes. All stockholders of record as of the Record Date may attend the special meeting and vote in person. Stockholders will need to present proof of ownership of Wesco Aircraft common stock as of the Record Date, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy card to ensure that your shares of Wesco Aircraft common stock will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you are a beneficial owner and hold your shares of Wesco Aircraft common stock in "street name" through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Wesco Aircraft common stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares of Wesco Aircraft common stock in "street name," because you are not the stockholder of record,

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you may not vote your shares of Wesco Aircraft common stock in person at the special meeting unless you request and obtain a "legal proxy" in your name from your broker, bank or nominee.

Q:

What am I being asked to vote on at the special meeting?

A:

You are being asked to consider and vote on the following proposals:

•

The Merger Proposal;

•

The Adjournment Proposal; and

•

The Compensation Proposal.

Q:

What is the proposed Merger and what effects will it have on Wesco Aircraft?

A:

The proposed Merger is the acquisition of Wesco Aircraft by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of Wesco Aircraft common stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Wesco Aircraft, with Wesco Aircraft continuing as the surviving corporation. As a result of the Merger, Wesco Aircraft will become a wholly owned subsidiary of Parent. Wesco Aircraft will cooperate with Parent to de-list Wesco Aircraft common stock from the NYSE and de-register under the Exchange Act as promptly as practicable following the Effective Time and, at such time, Wesco Aircraft will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

Q:

What will I receive if the Merger is completed?

A:

Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $11.05 in cash, without interest and less any applicable withholding taxes, for each share of Wesco Aircraft common stock that you own, unless you are entitled to and have properly demanded appraisal rights and have properly exercised and not withdrawn your appraisal under Section 262 of the DGCL with respect to such shares. For example, if you own 100 shares of Wesco Aircraft common stock, you will be entitled to receive $1,105.00 in cash in exchange for such shares, less any applicable withholding taxes. In either case, as a result of the Merger, your shares will be cancelled and you will not own shares in the surviving corporation.

Q:

How does the Merger Consideration compare to the market price of Wesco Aircraft common stock prior to the public announcement of the Merger Agreement?

A:

The Merger Consideration represents a premium of approximately 14% over the closing share price of Wesco Aircraft's common stock on May 24, 2019, the last trading day before unverified news reports that Wesco Aircraft was exploring strategic alternatives, including a potential sale transaction, a premium of approximately 27.5% over the 90-day volume-weighted average price as of the same date, and a premium of approximately 7.1% over the closing price of Wesco Aircraft common stock on August 8, 2019, the last trading day completed prior to the public announcement of the execution of the Merger Agreement.

Q:

What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A:

We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting in person, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy

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card so that your shares of Wesco Aircraft common stock may be represented and can be voted at the special meeting. If you hold your shares of Wesco Aircraft common stock in "street name," please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

Q:

Should I send in my stock certificates now?

A:

No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the Paying Agent in order to receive the cash payment of the Merger Consideration for each share of Wesco Aircraft common stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of Wesco Aircraft common stock are held in "street name" through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your "street name" shares of Wesco Aircraft common stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

Q:

What happens if I sell or otherwise transfer my shares of Wesco Aircraft common stock after the Record Date but before the special meeting? What happens if I sell or otherwise transfer my shares of Wesco Aircraft common stock after the special meeting but before the Effective Time?

A:

The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Wesco Aircraft common stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Wesco Aircraft in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Wesco Aircraft common stock after the special meeting, but before the Effective Time, you will transfer the right to receive the Merger Consideration if the Merger is completed. In order to receive the Merger Consideration, you must hold your shares of Wesco Aircraft common stock through the completion of the Merger.

Even if you sell or otherwise transfer your shares of Wesco Aircraft common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card or, if your shares are held in "street name" through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

Q:

What is the position of Wesco Aircraft's Board of Directors regarding the Merger?

A:

After consulting with its financial advisors and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Wesco Aircraft and its stockholders, (ii) approved and declared advisable the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of Wesco Aircraft for their adoption at

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the special meeting and (iv) recommended that Wesco Aircraft's stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote: (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

Q:

What happens if the Merger is not completed?

A:

If the Merger Agreement is not adopted by the stockholders of Wesco Aircraft or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of common stock. Instead, we will remain a public company, Wesco Aircraft common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in "The Merger Agreement—Termination Fees" on page 131 of this proxy statement.

Q:

Do any of Wesco Aircraft's directors or officers have interests in the Merger that may differ from those of Wesco Aircraft stockholders generally?

A:

In considering the recommendation of the Board that you vote "FOR" the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Wesco Aircraft. For a description of these interests, see "The Merger—Interests of the Directors and Executive Officers of Wesco Aircraft in the Merger" on page 76 of this proxy statement.

Q:

What vote is required to adopt the Merger Agreement?

A:

The affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the Merger Proposal. If you hold your shares in "street name," the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote "AGAINST" the Merger Agreement. A "broker non-vote" results when banks, brokers and nominees return a valid proxy voting upon a matter or matters for which the applicable stock exchange rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Broker non-votes, if any, and abstentions will also have the same effect as a vote "AGAINST" the Merger Proposal.

As of the Record Date ([    ·    ], 2019), there were [    ·    ] shares of Wesco Aircraft common stock issued and outstanding. Each holder of Wesco Aircraft common stock is entitled to one vote per share of Wesco Aircraft common stock owned by such holder as of the Record Date.

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Q:

What vote is required to approve the Adjournment Proposal and the Compensation Proposal?

A:

Approval of both the Adjournment Proposal and the Compensation Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Wesco Aircraft common stock represented in person or by proxy at the special meeting and entitled to vote thereon.

The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will not have any effect on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in "street name," the failure to instruct your broker, bank or nominee on how to vote your shares will not have any effect on the Adjournment Proposal or the Compensation Proposal. Broker non-votes, if any, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote "AGAINST" each of the Adjournment Proposal and the Compensation Proposal.

Q:

What is "Merger-related compensation"?

A:

"Merger-related compensation" is certain compensation that is tied to or based on the completion of the Merger and may be payable to Wesco Aircraft's named executive officers under its existing plans or agreements, which is the subject of the Compensation Proposal. See "Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation" on page 136 of this proxy statement.

Q:

Why am I being asked to cast a non-binding, advisory vote to approve "Merger-related compensation" payable to Wesco Aircraft's named executive officers under its plans or agreements?

A:

In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

Q:

What will happen if the stockholders do not approve the Compensation Proposal at the special meeting?

A:

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on Wesco Aircraft or Parent. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the "Merger-related compensation" is not contingent on stockholder approval of the Compensation Proposal.

Q:

What is a quorum?

A:

At any meeting of stockholders, the holders of record of a majority in voting power of the shares of outstanding Wesco Aircraft common stock entitled to vote at the special meeting, present in person or by proxy, will constitute a quorum for the transaction of business, except as otherwise provided by law. Abstentions are considered as present for the purpose of determining the presence of a quorum. If you hold your shares in "street name" and you fail to provide your broker, bank or nominee with instructions how to vote on any of the proposals before the special meeting, your shares will not be counted as present at the special meeting for quorum purposes. Broker non-votes, if any, will be counted as present for the purpose of determining the presence of a quorum.

If a quorum is not present at the special meeting, the chairperson of the meeting or the affirmative vote of the holders of a majority of all the shares of Wesco Aircraft common stock

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represented at the special meeting, in person or by proxy, and entitled to vote thereon, although less than a quorum, may adjourn the meeting to another place, date or time.

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

Most of our stockholders hold their shares through a broker, bank or nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

•

Stockholder of Record.  If your shares of Wesco Aircraft common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by Wesco Aircraft.

•

Beneficial Owner.  If your shares of Wesco Aircraft common stock are held through a broker, bank or nominee, you are considered the "beneficial owner" of those shares held in "street name." In that case, this proxy statement has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a "legal proxy" from your broker, bank or nominee.

Q:

How may I vote?

A:

If you are a stockholder of record (that is, if your shares of common stock are registered in your name with our transfer agent, AST), you may vote or submit a proxy by attending the special meeting and voting in person by ballot or by completing, dating, signing and returning the enclosed proxy card.

If your shares are held in "street name" through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided, or by obtaining a "legal proxy" from your broker, bank or nominee and attending the special meeting and voting in person by ballot. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee.

Even if you plan to attend the special meeting in person, you are strongly encouraged to submit a proxy for your shares of common stock. If you are a record holder or if you obtain a "legal proxy" to vote shares that you beneficially own, you may still vote your shares of common stock in person at the special meeting. Any such vote will automatically revoke any proxy you previously submitted.

Q:

If my broker, bank or nominee holds my shares in "street name," will my broker, bank or nominee vote my shares for me?

A:

Not without your direction. Your broker, bank or nominee will only be permitted to vote your shares on any proposal if you instruct your broker, bank or nominee on how to vote. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain "routine" matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are

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non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Wesco Aircraft common stock.

You should follow the procedures provided by your broker, bank or nominee regarding the voting of your shares of Wesco Aircraft common stock. Without instructions, your shares will not be voted, which will have the same effect as a vote "AGAINST" the Merger Proposal and no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Q:

May I revoke my proxy after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A:

Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

•

delivering a written notice of revocation to our Executive Vice President, Chief Legal and Human Resources Officer at Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland, specifying such revocation;

•

signing another proxy card with a later date and returning it to the Secretary of the Company prior to the special meeting; or

•

attending the special meeting and voting in person.

If you hold your shares of common stock in "street name," you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. You may also vote in person at the special meeting if you obtain a "legal proxy" from your broker, bank or other nominee.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of Wesco Aircraft common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of Wesco Aircraft common stock is called a "proxy card." The Board has designated Kerry A. Shiba and John G. Holland, each of them with full power of substitution, as proxies for the special meeting.

Q:

If a stockholder submits a proxy, how are the shares voted?

A:

Regardless of the method you choose to submit your proxy, the individuals named on the enclosed proxy card, your proxies, will vote your shares in the way that you indicate. When completing the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you sign and properly return your proxy card, but do not include instructions on how to vote, your shares of Wesco Aircraft common stock will be voted as recommended by the Board with respect to each proposal. It is not currently anticipated that any other proposals for consideration will be presented at the special meeting. If other proposals requiring a vote of stockholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your

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shares of Wesco Aircraft common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of Wesco Aircraft common stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction form that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q:

Who will count the votes?

A:

The votes will be counted by the independent inspector of election appointed for the special meeting. Representatives of Broadridge Financial Services, Inc. will count the votes and will serve as the independent inspector of election.

Q:

Where can I find the voting results of the special meeting?

A:

Wesco Aircraft intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Wesco Aircraft files with the SEC are publicly available when filed. See "Where You Can Find More Information" on page 143 of this proxy statement.

Q:

Will I be subject to U.S. federal income tax upon the exchange of Wesco Aircraft common stock for cash pursuant to the Merger?

A:

If you are a U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to U.S. Holders" on page 94 of this proxy statement), the exchange of your shares of Wesco Aircraft common stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash that you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to Non-U.S. Holders" on page 95 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of Wesco Aircraft common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States or Wesco Aircraft is, or was during the relevant period, a U.S. real property holding corporation. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the Merger is provided in "The Merger—U.S. Federal Income Tax Consequences of the Merger" on page 92 of this proxy statement.

Q:

When do you expect the Merger to be completed?

A:

We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the fourth quarter of 2019. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by the stockholders of Wesco Aircraft and the receipt of regulatory approvals.

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Q:

Am I entitled to appraisal rights under the DGCL?

A:

Yes. As a holder of Wesco Aircraft common stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. See "The Merger—Appraisal Rights" on page 87 of this proxy statement.

Q:

What is householding and how does it affect me?

A:

The SEC permits companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials, addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies. We have adopted "householding" and will deliver only one copy of the proxy statement to multiple stockholders who share the same address unless we have received contrary instructions from an affected stockholder. We will deliver promptly upon written or oral request a separate copy of the proxy statement to any stockholder at a shared address to which a single copy was delivered. To make such a request, please contact Broadridge, Householding Department by phone at 1-866-540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are a stockholder, share an address and last name with one or more other stockholders and would like to revoke your householding consent or if you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge, Householding Department by phone at 1-866-540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have also instituted householding. If you hold your shares in "street name," please contact your bank, broker or other holder of record to request information about householding.

Q:

Who can help answer my questions?

A:

If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact MacKenzie, our proxy solicitor, toll-free at (800) 322-2885 or at + (212) 929-5500 or by email at proxy@mackenziepartners.com.

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THE SPECIAL MEETING

        The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

        We will hold the special meeting on [    ·    ], 2019 at [    ·    ], local time, at [    ·    ], unless the special meeting is postponed or adjourned.

Purpose of the Special Meeting

        At the special meeting, we will ask our stockholders of record as of the Record Date to consider and vote on the following proposals:

(i)

to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger;



(ii)

to approve the adjournment of 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; and



(iii)

to approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

        Only stockholders of record as of the close of business on the Record Date ([    ·    ], 2019) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of record of Wesco Aircraft common stock on the Record Date will be entitled to one vote for each share of Wesco Aircraft common stock held as of the Record Date on each matter submitted to our stockholders for approval at the special meeting. If you sell or transfer your shares of Wesco Aircraft common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Wesco Aircraft common stock, but you will retain your right to vote those shares at the special meeting. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 24911 Avenue Stanford, Valencia, California 91355, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during such meeting.

        As of the Record Date, there were [    ·    ] shares of Wesco Aircraft common stock outstanding and entitled to be voted at the special meeting.

        A quorum of stockholders is necessary to hold a special meeting. The holders of record of a majority in voting power of the shares of outstanding Wesco Aircraft common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, [    ·    ] shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Broker non-votes, if any, and abstentions will be counted as present for quorum purposes.

        In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned to a later date until a quorum is present.

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Vote Required; Abstentions and Broker Non-Votes

        The affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger. The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the Merger Proposal. If you hold your shares in "street name," the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote "AGAINST" the Merger Agreement. Broker non-votes, if any, and abstentions will also have the same effect as a vote "AGAINST" the Merger Proposal.

        Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock represented in person or by proxy at the special meeting and entitled to vote thereon.

        Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Wesco Aircraft common stock represented in person or by proxy at the special meeting and entitled to vote thereon.

        The failure of any stockholder of record to submit a signed proxy card or to vote in person by ballot at the special meeting will not have any effect on the Adjournment Proposal or the Compensation Proposal. If you hold your shares in "street name," the failure to instruct your broker, bank or nominee on how to vote your shares will not have any effect on the Adjournment Proposal or the Compensation Proposal. Broker non-votes, if any, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote "AGAINST" each of the Adjournment Proposal and the Compensation Proposal.

Stock Ownership and Interests of Certain Persons

        As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of [    ·    ] shares of Wesco Aircraft common stock (excluding any shares that would be delivered upon the vesting, exercise or conversion, as applicable, of Company Options, Company RSUs or Company PSUs), representing approximately [    ·    ]% of the outstanding shares of Wesco Aircraft common stock.

        As a condition to Parent entering into the Merger Agreement, the Voting Agreement Parties entered into Voting Agreements with respect to certain shares of Wesco Aircraft common stock beneficially owned by such persons, as set forth in the respective Voting Agreements, which represent approximately 41% of the shares outstanding of Wesco Aircraft common stock.

        The Voting Agreement Parties have agreed, among other things, to vote all Voting Agreement Shares in favor of the Merger. The Voting Agreement Parties have also agreed during the term of the Voting Agreements not to, 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 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, (iii) resolve or agree to do any action in the foregoing clauses (i) or (ii), or (iv) direct, instruct, induce or encourage certain of their respective affiliates to take any activity described in clauses (i), (ii) or (iii).

        Each Voting Agreement will terminate upon the earliest of (i) the Effective Time, (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

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would reduce or alter the form of Merger Consideration. The form of Voting Agreement is attached as Appendix E to this proxy statement and is incorporated by reference herein.

        Our directors and executive officers have informed us that they currently intend to vote all of their shares of Wesco Aircraft common stock: (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

Voting of Proxies

        If your shares of Wesco Aircraft common stock are registered in your name with our transfer agent, AST, you may cause your shares to be voted at the special meeting by submitting your proxy card or by voting in person at the special meeting. Based on your proxy cards, the proxy holders will vote your shares of Wesco Aircraft common stock according to your directions.

        If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

        Voting instructions are included on your proxy card. All shares of Wesco Aircraft common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

        If your shares of Wesco Aircraft common stock are held in "street name" through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on certain "routine" matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker's, bank's or nominee's voting instruction form, do not provide voting instructions over the Internet or by telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or nominee, this will have the same effect as if you voted "AGAINST" the Merger Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Revocability of Proxies

        If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

•

delivering a written notice of revocation to our Executive Vice President, Chief Legal and Human Resources Officer at Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, California 91355, Attention: John Holland, specifying such revocation;



•

signing another proxy card with a later date and returning it to the Secretary of the Company prior to the special meeting; or



•

attending the special meeting and voting in person.

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        Please note that to be effective, your new proxy card must be received by our Secretary by 11:59 p.m., Eastern Time the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

        If you hold your shares of Wesco Aircraft common stock in "street name," you should contact your broker, bank or nominee for instructions regarding how to revoke your proxy. You may also vote in person at the special meeting if you obtain a "legal proxy" from your broker, bank or nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders of Wesco Aircraft who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

Board of Directors' Recommendation

        The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger" on page 50 of this proxy statement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Wesco Aircraft and its stockholders, (ii) approved and declared advisable the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of Wesco Aircraft for their adoption at the special meeting and (iv) recommended that Wesco Aircraft's stockholders adopt the Merger Agreement.

        The Board unanimously recommends that you vote: (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

Expenses of Proxy Solicitation

        This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of MacKenzie to solicit proxies for the special meeting. In connection with its retention, MacKenzie has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay MacKenzie a fee of approximately $15,000, plus reasonable out-of-pocket expenses for its services, and we will indemnify MacKenzie for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage firms, fiduciaries and custodians holding shares of Wesco Aircraft common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of Wesco Aircraft common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of MacKenzie, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with the solicitation of proxies.

Anticipated Date of Completion of the Merger

        Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our stockholders, we anticipate that the Merger will be consummated in the fourth quarter of 2019.

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Other Matters

        At this time, we know of no other matters to be submitted at the special meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

        The proxy statement is available in the "Investor Relations" section of our website, www.wescoair.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

Householding of Special Meeting Materials

        The SEC permits companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials, addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies. We have adopted "householding" and will deliver only one copy of the proxy statement to multiple stockholders who share the same address unless we have received contrary instructions from an affected stockholder. We will deliver promptly upon written or oral request a separate copy of the proxy statement to any stockholder at a shared address to which a single copy was delivered. To make such a request, please contact Broadridge, Householding Department by phone at 1-866-540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are a stockholder, share an address and last name with one or more other stockholders and would like to revoke your householding consent or if you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge, Householding Department by phone at 1-866-540-7095 or by mail to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have also instituted householding. If you hold your shares in "street name," please contact your bank, broker or other holder of record to request information about householding.

Rights of Stockholders Who Assert Appraisal Rights

        If the Merger is approved and becomes effective, holders of Dissenting Shares will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the "fair value" of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

        IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO WESCO AIRCRAFT BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, AND MUST NOT VOTE, IN PERSON OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL AND CONTINUE TO HOLD YOUR SHARES OF WESCO AIRCRAFT COMMON STOCK OF RECORD FROM THE DATE OF

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MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST, OR ABSTAINING FROM VOTING OR FAILING TO VOTE WITH RESPECT TO, THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF WESCO AIRCRAFT COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IF YOU HOLD YOUR SHARES OF WESCO AIRCRAFT COMMON STOCK THROUGH A BANK, BROKERAGE FIRM OR NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BANK, BROKERAGE FIRM OR NOMINEE. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES OF WESCO AIRCRAFT COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A NOMINEE OR INTERMEDIARY, YOU MUST ACT PROMPTLY TO CAUSE THE HOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO DEMAND YOUR APPRAISAL RIGHTS. IF YOU HOLD YOUR SHARES OF WESCO AIRCRAFT COMMON STOCK THROUGH A BANK OR BROKERAGE FIRM WHO IN TURN HOLDS THE SHARES THROUGH A CENTRAL SECURITIES DEPOSITORY NOMINEE, SUCH AS THE DEPOSITORY TRUST COMPANY, A DEMAND FOR APPRAISAL OF SUCH SHARES MUST BE MADE BY OR ON BEHALF OF THE DEPOSITORY NOMINEE AND MUST IDENTIFY THE DEPOSITORY NOMINEE AS THE HOLDER OF RECORD. IN VIEW OF THE COMPLEXITY OF SECTION 262 OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

Questions and Additional Information

        If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

1407 Broadway, 27th Floor
New York, NY 10018
proxy@mackenziepartners.com
(212) 929-5500
Toll-Free: (800) 322-2885

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include "forward-looking" statements within the meaning of the U.S. securities laws, including Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Merger. 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 other similar expressions, or the negative of these terms or comparable terminology. These statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:

•

the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger;



•

the failure by Parent or Merger Sub to obtain the necessary Debt Financing and Cash Equity Financing as set forth in the Commitment Letters received in connection with the Merger;



•

the risk that the Merger Agreement may be terminated in circumstances requiring Wesco Aircraft to pay a termination fee of approximately $39 million;



•

the risk that the Merger disrupts Wesco Aircraft's current plans and operations or diverts management's attention from its ongoing business;



•

the effect of the announcement of the Merger on the ability of Wesco Aircraft to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business;



•

the effect of the announcement of the Merger on Wesco Aircraft's operating results and business generally;



•

the amount of costs, fees and expenses related to the Merger;



•

the risk that Wesco Aircraft's stock price may decline significantly if the Merger is not consummated;



•

the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against Wesco Aircraft and others;



•

other factors that could affect the results of Wesco Aircraft'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 Wesco Aircraft's ability to maintain effective information technology and warehouse management systems; and



•

other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all.

        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 the information contained or incorporated by reference herein, including, but not limited to, our

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Annual Report on Form 10-K for the year ended September 30, 2018, our definitive proxy statement for our 2019 Annual Meeting of Stockholders filed with the SEC on December 14, 2018 and our recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See "Where You Can Find More Information" on page 143 of this proxy statement. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

        Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements. Wesco Aircraft stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

        All information contained in this proxy statement exclusively concerning Parent, Merger Sub and their affiliates has been supplied by Parent and Merger Sub and has not been independently verified by us.

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THE MERGER

        This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Parties Involved in the Merger

Wesco Aircraft Holdings, Inc.
24911 Avenue Stanford
Valencia, California 91355
(661) 775-7200
www.wescoair.com

        Wesco Aircraft is one of the world's leading 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, chemical management services, third-party logistics or fourth-party logistics and point-of-use inventory management. The Company believes it offers one of the world's broadest portfolios of aerospace products, including C-class hardware, chemicals and electronic components and comprised of more than 550,000 active SKUs.

        Our common stock is listed on the NYSE under the symbol "WAIR."

        Our principal executive offices are located at 24911 Avenue Stanford, Valencia, California 91355, and our telephone number is (661) 775-7200. For more information about Wesco Aircraft, please visit our website, www.wescoair.com. Our website address is provided as an inactive textual reference only. The information contained on (or accessible through) our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See "Where You Can Find More Information" on page 143 of this proxy statement.

Wolverine Intermediate Holding II Corporation
c/o Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850

        Parent is a Delaware corporation that was formed by affiliates of Platinum solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions.

Wolverine Merger Corporation
c/o Platinum Equity Advisors, LLC
360 North Crescent Drive, South Building
Beverly Hills, CA 90210
(310) 712-1850

        Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement and, subject to the terms and conditions thereof, completing the transactions contemplated thereby and the related financing transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and Wesco Aircraft will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

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Certain Effects of the Merger on Wesco Aircraft

        Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Wesco Aircraft, with Wesco Aircraft continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Wesco Aircraft will cooperate with Parent to de-list Wesco Aircraft common stock from the NYSE and to de-register under the Exchange Act as soon as reasonably practicable following the Effective Time, and at such time, we will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the surviving corporation, and instead will only be entitled to receive the Merger Consideration described in "—Merger Consideration" on page 37 of this proxy statement or, with respect to Dissenting Shares, will only be entitled to receive the "fair value" of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

        The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later date and time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Wesco Aircraft if the Merger is Not Completed

        If the Merger Proposal is not approved by the stockholders of Wesco Aircraft or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Wesco Aircraft common stock. Instead, we will remain a public company, Wesco Aircraft common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC.

        Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of Wesco Aircraft common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Wesco Aircraft common stock would return to the price at which it trades as of the date of this proxy statement.

        Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Wesco Aircraft common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of Wesco Aircraft or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, financial condition or results of operations will not be adversely impacted.

        In addition, under specified circumstances, we may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described under "The Merger Agreement—Termination Fees" on page 131 of this proxy statement.

Merger Consideration

        At the Effective Time, each share of Wesco Aircraft common stock issued and outstanding (other than (i) shares held by Wesco Aircraft as treasury stock or held by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Wesco Aircraft, Parent or Merger Sub and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Wesco Aircraft common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the Effective Time, and will thereafter represent only the right to receive the Merger Consideration.

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        After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Wesco Aircraft stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the "fair value" of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in "—Appraisal Rights" on page 87 of this proxy statement and Appendix B to this proxy statement).

Background of the Merger

        The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among our Board, the Strategic Alternatives Committee of the Board, members of our management or our representatives and other parties.

        Our Board and management periodically review and assess our results of operations, financial position, business strategy and growth opportunities, as well as the trends and conditions affecting our industry and business generally, including consideration of potential strategic and financial alternatives to maximize stockholder value, such as business combinations, acquisitions and financing transactions. At regularly scheduled meetings of the Board, in connection with the Board's evaluation of our business strategy and growth opportunities, the Company's management routinely updates the Board on the Company's recent activities and reviews strategic opportunities and challenges for the Company in light of current market conditions and trends. The Company's management and members of the Board also engage in discussions from time to time with various industry participants, including strategic parties and financial sponsors, as well as financing sources, market participants and investment banking firms, regarding the Company's business, strategy and growth opportunities, including opportunities for collaboration, potential business combinations, acquisitions and financing transactions.

        In November 2017, after a period of declining performance of the Company's business and the subsequent hiring of a new Chief Executive Officer and Chief Financial Officer, the Company engaged AlixPartners, LLC ("AlixPartners"), a well-known business consulting firm, to assist the Company with a comprehensive business review. Their initial work involved a broad-based assessment of where the most significant opportunities existed to improve Wesco Aircraft's operational performance and profit generation and ultimately resulted in the development and adoption of Wesco 2020, the Company's operational improvement initiative. At its regularly scheduled meeting in November 2017, the Board and management reviewed the Company's business, strategy and growth opportunities, including recent activities, opportunities and challenges for the Company, in light of current market conditions and trends, as well as the status of the assessment then underway with AlixPartners. At the request of the Board, representatives of Morgan Stanley reviewed the Company's current market position, stock price performance and operational and valuation benchmarking and also discussed potential strategic buyers and an illustrative process for a review of strategic alternatives, should the Board determine to initiate such a process. The Board determined to continue working with management and AlixPartners to develop what would become its Wesco 2020 initiative and execute on opportunities for growth and operational improvement in the Company's business and not to conduct a further evaluation of potential strategic alternatives at that time.

        During the spring and summer of 2018, the Company's management and members of the Board received periodic inquiries from potential strategic parties and financial sponsors regarding the Company's business, strategy and growth opportunities, including opportunities for collaboration, potential business combinations, acquisitions and financing transactions. In May 2018, the Company's management held an in-person meeting with a potential strategic party ("Strategic Bidder A") at the offices of Morgan Stanley in Los Angeles, California to discuss the Company's business, strategy, growth opportunities and the Wesco 2020 initiative. Strategic Bidder A subsequently indicated it was

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only interested in the chemical management services business of the Company and not a strategic transaction. In addition, in June 2018, a representative of a financial sponsor party ("PE Bidder B") contacted a member of the Board to inquire whether the Company would be interested in exploring a potential business combination transaction. Following that discussion, PE Bidder B submitted a non-binding initial proposal on June 21, 2018 to acquire the Company at a $12.00 to $13.50 per share price in cash, which PE Bidder B indicated was based only on its review of publicly available information. Following discussion among various members of the Board, and in light of the price range proposed by PE Bidder B, the preliminary nature of the PE Bidder B indication of interest and concerns about potential disruption to the Company's business, including implementation of the Wesco 2020 initiative, the Company advised PE Bidder B that it was not prepared to enter into transaction discussions at that time. On June 27, 2018, PE Bidder B then submitted a revised non-binding initial proposal to acquire the Company at a $14.00 to $15.00 per share price in cash, again based only on publicly available information. Following further discussion with the Board, PE Bidder B was advised that, in light of the Company's concern with respect to opening transaction discussions at that point, including the significant disruption and time it would require from management during a critical period for implementation of the Wesco 2020 initiative, the Company would be back in contact with PE Bidder B if and when the Company determined to explore potential transactions.

        On August 16, 2018, in response to an inquiry from a representative of Platinum, the Company's management held an in-person meeting with representatives of Platinum at the offices of Wesco Aircraft to discuss the Company's business, strategy, growth opportunities and the Wesco 2020 initiative. The parties did not discuss a potential transaction at this time, but the Platinum representatives noted the strategic opportunities in a potential combination between the Company and Pattonair and indicated an interest in further discussions if the Company were interested.

        At a regularly scheduled meeting of the Board held on November 7, 2018, the Company's management updated the Board on the Company's recent activities, including the August meeting with representatives of Platinum, and reviewed strategic opportunities and challenges for the Company, in light of current market conditions and trends. The Board discussed these various strategic opportunities and challenges and, in light of the Company's fiscal 2018 financial performance (which exceeded the Company's EBITDA plan for the fiscal year), the material progress made in implementing the Wesco 2020 initiative and additional Wesco 2020 implementation progress expected to occur over the following several months, recognized the possibility that one or more strategic alternatives for the Company could enhance stockholder value. The Board then directed the Company's management to engage in preliminary discussions with potential financial advisors in order to explore a process for review of potential strategic alternatives for the Company.

        During December 2018, the Company's management and certain members of the Board met with potential financial advisors to discuss a process to review strategic alternatives for the Company, including a potential sale or other business combination. Each potential financial advisor presented information regarding its respective qualifications, expertise, reputation, independence and knowledge of the Company's business and the industry in which it operates. The potential financial advisors identified potentially interested strategic parties and financial sponsors and outlined alternatives for conducting a process to explore strategic alternatives.

        During a telephonic special meeting of the Board held on January 9, 2019, the Company's management updated the Board on the discussions with potential financial advisors regarding a process for review of potential strategic alternatives for the Company. In light of their qualifications, expertise, reputation and knowledge of the Company's business and industry, the Board determined to retain Morgan Stanley and J.P. Morgan as financial advisors to assist in exploring strategic alternatives. The Company's legal advisors, Latham & Watkins LLP ("Latham"), provided an overview of the Board's fiduciary duties in connection with the review of strategic alternatives, including a potential sale transaction. The Board established an ad-hoc committee of the Board (the "Strategic Alternatives

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Committee"), consisting of Messrs. Baird, Bancroft, Palmer and Renehan, to oversee and administer the day-to-day process of reviewing strategic alternatives for the Company and act as a resource for the Company's management and advisors in connection with the process. The Board retained full authority to consider, evaluate and approve any transaction resulting from the strategic alternatives review process. The Board instructed the members of the Strategic Alternatives Committee and management to work with the Company's financial advisors to develop a proposed process and timeline for discussions with potentially interested parties regarding strategic alternatives, including a potential sale of the Company, and to prepare a list of potential strategic and financial sponsor parties proposed to be approached and certain financial information proposed to be provided to potentially interested parties.

        On January 15, 2019, Todd Renehan, the Company's Chief Executive Officer, had dinner with the chief executive officer of a potential strategic party ("Strategic Bidder C") to discuss the Company's business, strategy, growth opportunities and the Wesco 2020 initiative. The parties did not discuss a potential transaction at this time, but Mr. Renehan indicated an interest in further discussions if Strategic Bidder C were interested.

        At a regularly scheduled meeting of the Board held at the Hyatt Regency in Valencia, California on January 24, 2019, the Board, the Company's management and the financial advisors discussed the proposed strategic alternatives review process for the Company. The financial advisors reviewed the Company's current market position, stock price performance and operational and valuation benchmarking, a comparison of illustrative preliminary management financial estimates with consensus "street" projections at the time, illustrative preliminary views of potential value of the Company in a strategic alternatives review process and potential bidders' concerns and mitigants. The financial advisors discussed with the Board potential strategic buyers and an illustrative process for a review of strategic alternatives. The Board instructed the Company's management to continue work to prepare to launch the strategic alternatives review process, in consultation with the members of the Strategic Alternatives Committee.

        On February 5, 2019, the Company's management, members of the Strategic Alternatives Committee, and the financial advisors, convened at Latham's offices in Washington D.C. to discuss the proposed process to review strategic alternatives, including the potential sale of the Company, as well as timeline and outreach to likely interested strategic parties and financial sponsors. The parties agreed upon the key work streams to be completed prior to initial outreach to interested parties, including that management would prepare five-year financial estimates for the Company for review by the Strategic Alternatives Committee and the Board and to be provided to potential bidders in connection with the process. Management also provided an overview of the business to the financial advisors.

        During the months of February, March and April, 2019, members of management and the Company's advisors, in consultation with members of the Strategic Alternatives Committee, worked to prepare for the strategic alternatives review process, including a potential sale of the Company, by preparing an initial summary "flipbook" for distribution to potential bidders, initial management presentations for meetings with potential bidders, documents to be uploaded to the virtual data room, and a form confidentiality agreement to be furnished to potential bidders. The Company's management also prepared certain five-year financial projections for the Company to be reviewed with the Board.

        On February 27, 2019, representatives of a financial sponsor ("PE Bidder D") contacted a member of the Strategic Alternatives Committee to express interest in participating in any potential sale process, and PE Bidder D was informed that the Company's financial advisors would reach out to PE Bidder D at the appropriate time. On February 28, 2019, representatives of a strategic bidder ("Strategic Bidder E") contacted Morgan Stanley to express an interest in engaging in discussions at a later date on a potential sale process.

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        On April 8, 2019, the Board held a telephonic special meeting to discuss the strategic alternatives review process. Representatives of Latham reviewed the Board's fiduciary duties with respect to its assessment of potential strategic alternatives, including a potential sale. Management reviewed the business, financial and strategic position of the Company, including the five-year financial projections for the Company prepared by management for purposes of the strategic alternatives review. We refer to the five-year financial projections prepared by management and provided to Parent and other potential bidders in the strategic alternatives review as the "Initial Management Projections" as discussed under "—Certain Financial Projections" on page 72 of this proxy statement. Management expressed their belief that the Initial Management Projections were achievable but that certain assumptions, including those regarding growth, margins and inventory turnover rates, could be subject to scrutiny from potential bidders in the process. The Board authorized the Initial Management Projections for use with potential bidders in the strategic alternatives review process, subject to any immaterial changes approved by the Strategic Alternatives Committee. The financial advisors then discussed the proposed confidential process for reviewing strategic alternatives, including a potential sale transaction, and discussed a list of potential strategic and financial bidders to consider for initial outreach in the process. In addition, the Board discussed guidelines for management and members of the Board related to the discussions with potentially interested parties, including that management would not have discussions regarding any positions as directors, officers or employees after a potential transaction or any compensation, employee benefits or equity ownership after such a transaction and that members of the Board would not have discussions regarding participation in equity rollover or other transactions in which such director or such director's related companies or investment funds could have an interest different from the interests of the Company or its stockholders, in each case without the prior approval of the Board. The Board directed the Company's management, together with the financial advisors and in consultation with the Strategic Alternatives Committee, to initiate confidential discussions with the potential strategic parties and financial sponsors consistent with the process discussed with the Board.

        Beginning on April 16, 2019, the financial advisors initiated discussions with 22 potentially interested parties, including 8 strategic parties and 14 financial sponsors, regarding whether such parties would have an interest in exploring a strategic transaction with the Company. Platinum, Strategic Bidder C, Strategic Bidder A, Strategic Bidder E, PE Bidder B and PE Bidder D were included in such outreach. These discussions were conducted only based upon publicly available information given the parties had not yet entered into confidentiality agreements. Following this initial outreach, the Company entered into confidentiality agreements with 14 potentially interested parties, each including a customary standstill provision that allowed each party to make confidential proposals to the Company, to facilitate further discussions on the basis of confidential information. Strategic Bidder C confirmed that it would not be entering into a confidentiality agreement citing a lack of interest in acquisitions at such time. Strategic Bidder A confirmed that it was only interested in the chemicals business and did not enter into a confidentiality agreement. The parties who entered into confidentiality agreements included 2 strategic parties and 12 financial sponsors including PE Bidder B and PE Bidder D. Platinum and its portfolio company Pattonair entered into confidentiality agreements with the Company on May 13, 2019 and May 22, 2019, respectively. Each party that entered into a confidentiality agreement received certain process materials from the financial advisors, including an initial summary "flipbook" and the Initial Management Projections. The remaining eight parties that did not enter into confidentiality agreements indicated they were not interested in pursuing a transaction with the Company for a variety of reasons, including, as it related to several strategic parties, that such a transaction was outside the core merger strategy of such strategic party at such time.

        On May 2, 2019, the Company publicly released its second quarter earnings.

        Five of the potentially interested parties who entered into confidentiality agreements with the Company and received process materials declined the opportunity to meet for an initial "fireside chat." During May 2019, the Company held initial "fireside chats" in New York, New York at Morgan

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Stanley's offices, with nine potentially interested parties who had previously entered into confidentiality agreements with the Company and received process materials, during which management provided an overview of the Company's business, results of operations and business strategies, and discussed with each bidder whether such bidder would have interest in exploring a potential strategic transaction.

        In connection with these initial meetings, the Strategic Alternatives Committee, in consultation with the Company's management and advisors, determined that the Company's financial advisors should request that potentially interested parties submit non-binding indications of interest by no later than the first week of June 2019, after which the Board could review any proposals received and determine whether to invite one or more bidders into the second round of the process, which would include access to diligence materials, including receiving access to the virtual data room, management presentations and follow-up meetings with management as needed.

        On May 7, 2019, Strategic Bidder E confirmed that it would not be entering into a confidentiality agreement citing a focus on integration of another business and other critical initiatives.

        On May 9, 2019, a financial sponsor party ("PE Bidder F") met with management for a fireside chat, including a subsequent dinner with certain members of management, at which the parties focused discussions on the ability to realize an attractive return on invested capital in the Company, ability to grow the Company's maintenance, repair and overhaul business, segment-level margins and inventory segmentation. Following these meetings on May 9, 2019, the financial advisors had several follow-up telephone conversations with PE Bidder F during which PE Bidder F expressed concern with the growth prospects of the Company. Ultimately, PE Bidder F declined to submit an indication of interest.

        Also on May 9, 2019, another financial sponsor party ("PE Bidder G") met with management for a fireside chat, after which PE Bidder G indicated to the financial advisors that its main focus in diligence was on margin pressures and ability of PE Bidder G to leverage its relationships in China to accelerate future growth. PE Bidder G requested access to certain targeted diligence information regarding the Company's business in China in order to facilitate its review process. The Company provided responses to PE Bidder G's initial diligence questions the week of May 23, 2019, seeking to facilitate submission of a competitive indication of interest by PE Bidder G in the first week of June 2019.

        On May 10, 2019, a strategic party ("Strategic Bidder H") met with management for a fireside chat. Following this initial meeting, Strategic Bidder H indicated to the financial advisors that it was no longer interested in a potential transaction given the overall size of the transaction, which would be prohibitive for future additional M&A or other options for the bidder, and because it was not convinced there were sufficient synergies with Strategic Bidder H's existing business.

        Another financial sponsor bidder ("PE Bidder I") met with management for a fireside chat on May 10, 2019. PE Bidder I ultimately indicated to the financial advisors that it was not interested in pursuing the transaction.

        On May 17, 2019, a financial sponsor bidder ("PE Bidder J") met with management for a fireside chat. PE Bidder J requested a follow-up call with management to discuss further the financial statements for the Company, which call was held on May 22, 2019. PE Bidder J ultimately declined to proceed in the process.

        Also on May 17, 2019, representatives of Platinum and its portfolio company Pattonair participated in a fireside chat with management in-person and telephonically. Following the fireside chat, a representative of Platinum called a representative of Morgan Stanley to request an additional follow-up meeting which was scheduled for May 22, 2019. On May 22, 2019, Mr. Renehan and Wayne Hollinshead, the Chief Executive Officer of Pattonair met with the financial advisors at Morgan Stanley's office in New York, New York to discuss Company's business, financial position and growth

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strategies, as well as opportunities to realize cost savings and other synergies in connection with a potential combination, which was followed by a dinner between Mr. Renehan and Mr. Hollinshead.

        On May 20, 2019, PE Bidder B met with management for a fireside chat. PE Bidder B subsequently indicated to the financial advisors that it would be submitting an initial indication of interest.

        On May 21, 2019, representatives of PE Bidder D met with management for a fireside chat. Following further discussions with the financial advisors, PE Bidder D ultimately informed the financial advisors on June 4, 2019 that it would not be submitting a bid.

        Also on May 21, 2019, another financial sponsor party ("PE Bidder K") together with representatives from its financial advisor, met with management for a fireside chat.

        On May 28, 2019, Reuters published a report that the Company was exploring strategic alternatives, including a potential sale transaction (the "Reuters Report"). The Company declined to comment on the report, consistent with its policy not to comment on market rumors.

        On June 5, 2019, PE Bidder G, PE Bidder B and Platinum each submitted non-binding initial indications of interest to acquire the Company. PE Bidder G proposed an all-cash purchase price of $12.00 per share, but indicated particular focus on the Chinese aspect of the Company's business. PE Bidder G stated it would first focus its diligence in the next phase of the process on validating its assumptions as to the Company's China business, then would need an additional eight weeks to complete the remainder of its diligence. PE Bidder B proposed an all-cash purchase price in the range of $11.00 to $12.00 per share, subject to completing customary due diligence. Platinum proposed an all-cash purchase price in the range of $11.00 to $12.00 per share, subject to completing customary due diligence. Platinum also noted its ability to move very quickly to execute a transaction. In addition, all of the indications of interest indicated that each party intended to finance the merger consideration with a combination of third-party debt and equity capital from its own managed funds and affiliates.

        On June 5, 2019, June 7, 2019, and June 11, 2019, the financial advisors engaged in calls with PE Bidder K. PE Bidder K verbally indicated continued interest in acquiring the Company and discussed the information they would need, such as achievability of the 2019 plan, long-term margin profile by business unit and short-term expected debt and cash levels in the business. PE Bidder K subsequently continued to engage in diligence with respect to the information provided by the Company.

        No other bidders submitted an indication of interest. The financial advisors had follow-up discussions with each of PE Bidder G, PE Bidder B and Platinum on June 7, 2019 to further clarify certain aspects of each offer in advance of a discussion with the Board on June 10, 2019.

        On June 10, 2019, during a special telephonic meeting of the Board, the financial advisors provided an update on the strategic alternatives review process, including an overview of initial outreach to 22 parties and the initial discussions the Company's management had with nine of those parties. The financial advisors indicated that of the nine parties who met with management, PE Bidder G, PE Bidder B and Platinum had each submitted non-binding indications of interest in response to the request for initial bids. PE Bidder K and one additional financial sponsor ("PE Bidder L") still remained interested in continuing in the process but had not submitted a bid. After review of the specific terms of the indications of interest received, the Board determined to continue discussions with all three parties who had submitted initial indications of interest, including by providing access to the virtual data room and further discussions with management seeking to structure a competitive second round of bidding to achieve the highest price for the Company. In the interim, the Board instructed the financial advisors to continue discussions with PE Bidder L and PE Bidder K to encourage submission of competitive indications of interest to move forward in the process. On June 12, 2019, PE Bidder L indicated that it was leaning against engaging in a transaction.

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        On June 12, 2019, Platinum, PE Bidder G and PE Bidder B were formally invited into the second phase of the process and were subsequently provided access to the virtual data room, auction drafts of a form merger agreement, draft disclosure schedules, a form equity commitment letter and a form limited guaranty, as well as the opportunity to meet with management for a full-day management presentation. At the request of the Company, the financial advisors also provided a second round process letter to each of the three bidders, indicating final bids were due on July 31, 2019, with markups of the draft merger agreement and other transaction documents due in advance on July 18, 2019.

        Following the June 10, 2019 meeting of the Board, PE Bidder K contacted the financial advisors to indicate it was not ready to submit a written offer but verbally indicated that its initial thoughts on value indicated a price per share of $10.50 in cash. During subsequent discussions with the financial advisors, PE Bidder K indicated there was both potential upside and downside to its preliminary valuation, with its current model indicating a potential share price as high as $11.50 per share or as low as $9.50 per share, but it would need additional time to verify the high end of its range. During a telephonic meeting on June 13, 2019 among the Strategic Alternatives Committee, management and the Company's advisors, it was determined that, since PE Bidder K indicated a potential ability to get to as high as $11.50 per share, the Company should offer to work with PE Bidder K to respond to a targeted list of diligence questions, after which PE Bidder K would be asked to submit a non-binding indication of interest towards the higher end of the proposed range. PE Bidder K eventually exited the process on July 9, 2019 after reviewing the additional diligence information provided by the Company.

        During the remainder of June 2019 and the month of July 2019, management and the financial advisors engaged in an extensive diligence process with the remaining interested bidders. PE Bidder B attended a half-day management presentation at Morgan Stanley's offices in New York, New York on June 26, 2019, followed by a diligence session on June 27, 2019. PE Bidder B also completed three diligence calls during June and July 2019, including a telephonic meeting to discuss management's projections on June 24, 2019 and a telephonic meeting to discuss the Company's quality of earnings report on June 25, 2019.

        PE Bidder G also attended a half-day management presentation in New York, New York at Morgan Stanley's offices on June 25, 2019 and was given permission to contact three financing sources in connection with its diligence process. Ultimately, on July 3, 2019, PE Bidder G informed the financial advisors that it would most likely not pursue the transaction.

        During the months of June and July 2019, Platinum conducted an in-depth diligence process, attending a full-day management presentation on June 27, 2019, completing a two-day diligence session at both the Company's headquarters in Valencia, California and in New York, New York at Latham's offices on July 10 and 11, 2019 and scheduling over 20 telephonic diligence meetings with various members of the Company's management and the financial and legal advisors, including receiving an update call on the Company's third quarter results with detailed discussions on business performance and margins. The topics covered during such meetings included the Wesco 2020 initiative, operations, finance, commercial, information technology, and human resources. Platinum also completed seven site visits during this time in the United States, Poland and the United Kingdom. Platinum entered into a clean team arrangement with the Company on June 19, 2019 in order to facilitate its review of the Company's commercial contracts in accordance with applicable antitrust laws.

        On July 18, 2019, Platinum submitted full mark-ups of the auction draft merger agreement, disclosure schedules, equity commitment letter and limited guaranty, as requested by the second round process letter.

        On July 24, 2019, members of the Strategic Alternatives Committee and the Company's financial and legal advisors had a telephonic meeting to discuss the key business and legal issues presented by the mark-ups of the merger agreement and other transaction documents submitted by Platinum, in preparation for a meeting of the Board held later that same day.

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        In the evening on July 24, 2019, as part of the Board's regularly scheduled meeting held on July 24 and July 25, 2019 at the Company's headquarters in Valencia, California, the Board received an update on the strategic alternatives process, as well as an overview of the material issues in Platinum's proposed draft merger agreement and other transaction documents. The financial advisors provided an overview of the sale process since the last meeting of the Board, including highlighting that Platinum and PE Bidder B were the two remaining bidders in the process, with PE Bidder B being several weeks behind Platinum from a due diligence perspective. It was noted that, following their extensive due diligence, Platinum had expressed concerns related to the Company's margins and inventory valuation reserves and fluctuations and the impact of these factors on the business. Latham then highlighted several issues raised by Platinum's mark-ups of the merger agreement and other transaction documents, including the addition of certain non-customary closing conditions, the size of the termination fees payable by Parent and by the Company in certain scenarios, the restrictions imposed on the Board's ability to consider alternative acquisition proposals and a request for voting and support agreements from a number of stockholders (including all members of the Board and certain members of management). Latham reviewed the Board's fiduciary duties in connection with the strategic alternatives review process, including a potential sale transaction. The Board instructed the financial advisors to continue to encourage Platinum and PE Bidder B to submit a competitive bid and Latham to engage directly with Platinum's legal advisors to facilitate submission of improved mark-ups of the merger agreement and other transaction documents with their final bid submission. The Board also discussed the recent financial performance of the Company and requested to review the Initial Management Projections with management at the next Board meeting.

        In light of the discussions among the members of the Board at the July 24 and July 25, 2019 meeting and the recent trends of the Company's financial performance, on July 26, 2019, the Strategic Alternatives Committee requested that the Company's management review the Initial Management Projections, including key assumptions and sensitivities. Beginning on July 26, 2019, the Company's management reviewed the key assumptions and sensitivities to the Initial Management Projections and prepared revised five-year financial projections for review and discussion with the Board. We refer to these revised five-year financial projections as the "Updated Management Projections" as discussed under "—Certain Financial Projections" on page 72 of this proxy statement.

        On July 26, 2019, Latham had a telephonic meeting with Platinum's legal advisors, Hughes Hubbard & Reed LLP, to provide high-level feedback on the issues presented by their comments to the draft merger agreement and other transaction documents. These items included, among other things: (i) the specifics of the marketing period for Platinum to obtain the requisite debt financing needed for the proposed transaction; (ii) the conditions to closing and certain termination provisions; (iii) the size of the termination fees payable by Parent and the Company; (iv) the Company's obligation to reimburse the expenses of Parent under certain circumstances; (v) the Board's ability to respond to Acquisition Proposals and terminate the Merger Agreement in the event of a Superior Proposal; (vi) the stockholders and directors that would enter into voting and support agreements in connection with the transaction; (vii) the obligations of Parent to obtain necessary regulatory approvals in connection with a transaction; and (viii) the obligations of Parent to the Company's employees with respect to employee related benefits and compensation matters.

        On July 27, 2019, Latham provided revised mark-ups of the merger agreement, disclosure schedules and certain ancillary agreements to Platinum for review and consideration in connection with their submission of a final bid on July 31, 2019. Over the course of the next two days, Latham facilitated several discussions with Platinum's legal advisors to discuss and respond to certain questions raised by Platinum's legal advisors with respect to the revised transaction documents.

        On July 28, 2019, the Company's management and financial advisors held a conference call with Platinum to discuss certain additional diligence concerns and questions of Platinum, including regarding the Company's financial performance for the first nine months of fiscal 2019, particularly as relates to

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future financial projections, sales margins and trends, fixed versus variable cost behavior and certain tax matters.

        On the evening of July 31, 2019, Platinum submitted a revised bid proposal, including an all-cash offer at a price of $10.42 per share, together with revised mark-ups of the transaction documents. Platinum indicated in its revised bid proposal that it could finalize definitive transaction documents and sign and announce the proposed transaction in as few as 48 hours. PE Bidder B indicated it might still be interested in a transaction, but that it would need several additional weeks to complete diligence, finalize definitive transaction documents and sign and announce a proposed transaction.

        On the morning of August 1, 2019, the Strategic Alternatives Committee, the Company's management and its financial and legal advisors convened a telephonic meeting to discuss the terms of Platinum's revised proposal in advance of a meeting of the Board later that same afternoon, as well as to understand whether PE Bidder B would submit a bid. PE Bidder B ultimately indicated it was not in a position to submit a bid at the time but if the Company did not enter into a transaction in the near term, it could potentially be interested to make an offer, noting, however, it would need several additional weeks to complete diligence, finalize definitive transaction documents and sign and announce a proposed transaction.

        The Board held a telephonic special meeting in the afternoon of August 1, 2019, together with the Company's management and financial and legal advisors, to review the revised proposal submitted by Platinum, and to receive a presentation from management regarding the Initial Management Projections and the Updated Management Projections. Latham again reviewed the Board's fiduciary duties, including with respect to the Board's review of the financial projections to be presented by management and the responsibilities of the Board in connection with the strategic alternatives process, including a potential sale transaction. The Company's management then provided an overview of the Company's financial performance for the fiscal 2019 third quarter and year-to-date periods, noting that while results showed revenue growth, the Company experienced lower margins and higher selling, general and administrative expenses. Management reviewed the Initial Management Projections and then presented the Updated Management Projections, including the key assumptions and risks underlying the revised five-year projections in the Updated Management Projections. The Board authorized the Updated Management Projections for use by the Company's financial advisors in connection with their respective financial analyses and fairness opinions. The financial advisors summarized the key financial and other terms of Platinum's bid, which included an all-cash offer at a price of $10.42 per share, along with a request for a five-day exclusivity period, receipt of draft third quarter public earning materials and discussions with Mr. Renehan and key members of the management team. The financial advisors also reviewed their preliminary valuation analyses for the Company, including analysis of the financial aspects of the Platinum proposal. Latham reviewed certain material legal issues in Platinum's revised proposal, which remained largely consistent with those highlighted in connection with Platinum's original mark-ups of the merger agreement and other transaction documents. After discussion, the Board instructed the Strategic Alternatives Committee to continue to work with the Company's management and advisors to negotiate with Platinum and any other bidders that may emerge and come back to the Board after those discussions. It was determined that the Company would not enter into an exclusivity agreement with Platinum nor would it allow for discussions between representatives of Platinum and management with respect to any employment, compensation, equity investment or similar matters at that time.

        On August 2, 2019, the Strategic Alternatives Committee, the Company's management and its financial and legal advisors had an additional telephonic discussion regarding the proposed response to Platinum's bid. The Strategic Alternatives Committee instructed the financial advisors to go back to Platinum with a $12.00 per share price and focus on several key legal gating items. Representatives of the financial advisors then reached out to representatives of Platinum with the Company's revised proposal, including a $12.00 per share price and proposals on size of the termination fees payable by

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the Company or Parent, as applicable, as well as certain other key points regarding deal certainty. In the evening of August 2, 2019, the Company's legal advisor had a discussion with Platinum's legal advisor clarifying certain legal aspects of the Company's revised proposal, in particular as it related to the Company's proposal on the non-solicitation provisions, the proposed voting and support agreements, and regulatory matters.

        On August 3, 2019, Platinum submitted a response to the Company's revised proposal, including a per share price of $10.77 and agreement to the Company's proposal on the amount of the reverse termination fee payable by Parent in exchange for a higher termination fee payable by the Company. Platinum's proposal regarding certain matters remained inconsistent with the Company's proposals. Later in the day on August 3, 2019, the Strategic Alternatives Committee, the Company's management and its financial and legal advisors had a telephonic discussion to assess Platinum's revised proposal and determine a response. The Strategic Alternatives Committee instructed the financial advisors to go back to Platinum indicating a revised proposal of a per share price of $11.63, representing an implied premium of approximately 20% over the closing share price of Wesco Aircraft's common stock on May 24, 2019, the last trading day before the Reuters Report that the Company was exploring strategic alternatives, including a potential sale transaction, together with a proposal on the termination fees and path forward on required regulatory approvals.

        On the morning of August 4, 2019, as instructed by the Strategic Alternatives Committee, representatives of the financial advisors presented the Company's revised proposal to representatives of Platinum. Representatives of Platinum indicated that they would take the proposal back to their investment committee during a meeting scheduled the morning of August 5, 2019 and, although they would not be in a position to respond to the Company until having that meeting, previewed they would not be able to agree to the $11.63 per share price proposed by the Company's financial advisors given certain negative results of their diligence process, indicating a lower valuation than initially expected. Platinum representatives in particular noted the Company's third quarter results were lower than projected and that the increasing margin pressures on the business outweighed the benefits of the anticipated synergies of the Company and Platinum's Pattonair business.

        On August 4, 2019, the Board held a special telephonic meeting to receive an update regarding the recent discussions with Platinum, including the price negotiations and the status of open legal terms. The Board determined to reconvene following receipt of Platinum's revised proposal on August 5, 2019.

        On the afternoon of August 5, 2019, Platinum submitted its final proposal of $11.05 per share, agreeing to certain of the Company's proposals but generally did not agree to further obligations to obtain necessary regulatory approvals in connection with the transaction. Platinum also indicated its ability to sign and announce a transaction prior to the Company's third quarter earnings announcement.

        On the evening of August 5, 2019, the Board held a special telephonic meeting to review Platinum's final proposal. The financial advisors provided an overview of the key financial and other terms of the proposal, noting the $11.05 per share price represented a 13% implied premium to the closing share price on August 5, 2019, a 14% implied premium on the unaffected share price on May 24, 2019 (the last trading day before the Reuters Report) and a 27.5% implied premium on the 90-day volume weighted average price as of the same date. Representatives of Latham then reviewed the key legal terms of Platinum's final proposal, including the agreed termination fees and certain other terms agreed to by Platinum, noting there were still open contract points regarding the level of efforts that Platinum would be obligated to use in order to seek required regulatory approvals. After further discussion, the Board determined to move forward with negotiation of definitive transaction documents on the basis of the $11.05 per share price included in Platinum's final proposal, assuming the parties could agree to appropriate terms on the remaining open legal issues, with a particular focus on deal

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certainty. The Board also discussed timing considerations if a transaction were to be approved, including scheduling the Company's third quarter public earnings call and the timing of any transaction press release.

        Later in the evening of August 5, 2019, the Strategic Alternatives Committee instructed Latham to provide revised drafts of the merger agreement and other transaction documents to Platinum's legal counsel, reflecting the terms on which the Board would be willing to transact. Latham provided revised drafts of the transaction documents to Platinum's legal counsel, after which both sets of advisors had a telephonic discussion regarding open legal issues later that evening on August 5, 2019. The advisors determined they would reconvene the following day once Platinum's legal advisors had a chance to review the documents in further detail.

        On August 6, 2019, the parties' legal advisors held several telephone calls to discuss the revised transaction documents. Latham prepared an issues list of what it determined to be the material open items, which was provided to Platinum and its legal counsel for review in anticipation of a discussion regarding the same on August 7, 2019. Certain members of the Strategic Alternatives Committee and the Company's financial and legal advisors held a telephonic discussion with representatives of Platinum and its legal advisors to discuss the remaining open issues in the morning of August 7, 2019. After this call, it was determined that Platinum's legal advisors would provide revised drafts of the transaction documents by the evening on August 7, 2019.

        In the evening on August 7, 2019, the Board held another telephonic meeting in order to review the status of transaction discussions and consider valuation analyses prepared by the financial advisors. Latham reviewed the status of discussions regarding the draft merger agreement and other transaction documents, and noted that agreement had largely been reached on many of the material issues but that Platinum was unwilling to agree to further obligations to obtain necessary regulatory approvals in connection with the transaction. The Company's legal advisor on antitrust matters then presented to the Board, providing a high-level overview of the antitrust filings contemplated by the parties and the expected timeline for such filings. The Company's financial advisors presented materials on pricing and valuation, updated for the Company's most recent share price, noting the analysis was based on the Updated Management Projections. The financial advisors also provided an overview of precedent termination fees, noting the agreed fees for the transaction were consistent with market. The Board engaged in further discussions with the financial advisors regarding the valuation and proposed transaction and then determined to reconvene on August 8, 2019 to assess the agreed terms of the final transaction documents. The Company's Executive Vice President, Chief Legal and Human Resources Officer, John Holland, then reviewed process and timing considerations regarding the Company's earnings call scheduled for August 8, 2019, and the likelihood that the public earnings call would be cancelled or delayed depending on whether the transaction had been finalized and approved by the Board.

        On August 8, 2019, the Company's management, members of the Strategic Alternatives Committee, the financial advisors and Latham engaged in telephonic discussions with representatives of Platinum to review remaining open legal and business issues based on the revised transaction documents provided by Platinum's legal advisors on August 7, 2019. Latham then sent revised drafts of the merger agreement and other transaction documents to Platinum's legal advisor. The parties' legal advisors had further discussions over the next several hours in the afternoon of August 8, 2019 in order to resolve remaining issues and finalize the forms of the draft merger agreement and other transaction documents.

        The Board held a special telephonic meeting in the early afternoon of August 8, 2019 for a brief update on process, during which it was noted that Latham had provided revised transaction documents to Platinum shortly prior to the meeting, after which it was determined the Board would receive another update later that afternoon. The Board reconvened later in the afternoon on August 8, 2019,

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during which it was noted that the parties' legal advisors expected that the documents would be finalized prior to the Board's final telephonic meeting scheduled for later that same evening.

        The parties' respective legal advisors then finalized the Merger Agreement and other transaction documents, which were circulated to the Board in advance of its meeting held in the evening of August 8, 2019.

        On the evening of August 8, 2019, the Board held a special telephonic meeting attended by the Company's management and its financial and legal advisors. Latham provided an update on the final terms of the proposed transaction, including the final Merger Agreement that had been negotiated between the parties' respective legal advisors. Latham reviewed the process conducted to date and the fiduciary responsibilities of the Board in the context of the proposed Platinum transaction. Representatives of Morgan Stanley then reviewed its valuation analysis and rendered to the Board its oral opinion, subsequently confirmed in writing, that as of August 8, 2019, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Wesco Aircraft's common stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders of Wesco Aircraft's common stock. See "—Fairness Opinion of Morgan Stanley & Co. LLC" on page 55 of this proxy statement. Representatives of J.P. Morgan then reviewed its valuation analysis and rendered its oral opinion to the Board that, as of such date and based upon and subject to the various factors, assumptions and limitations set forth in the opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Wesco Aircraft's common stock. J.P. Morgan confirmed its August 8, 2019 oral opinion by delivering its written opinion, dated August 8, 2019, to the Board that, as of such date, the Merger Consideration in the Merger Agreement was fair, from a financial point of view, to the holders of Wesco Aircraft's common stock. See "—Fairness Opinion of J.P. Morgan Securities LLC" on page 64 of this proxy statement.

        Having considered the various reasons to approve the Merger Agreement (see "—Recommendation of Our Board of Directors and Reasons for the Merger" on page 50 of this proxy statement), as well as certain countervailing factors noted therein, and taking into account the numerous discussions with the Company's management and financial and legal advisors, the Board unanimously:

•

approved and declared advisable the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated by the Merger Agreement, including the Merger;



•

determined the terms of the Merger Agreement, the Voting Agreements and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interests of, the Company and its stockholders;



•

directed that the Merger Agreement be submitted to the stockholders of the Company; and



•

recommended adoption of the Merger Agreement by the Company's stockholders.

        In the evening of August 8, 2019, each of the Company, Parent and Merger Sub executed and delivered the Merger Agreement and the other ancillary documents to which they are a party. Each of the Voting Agreement Parties also executed and delivered a Voting Agreement pursuant to which, among other things, each agreed to vote in favor of the Merger.

        The Company issued a press release announcing the execution of the Merger Agreement prior to the opening of trading on August 9, 2019.

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Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

        The Board, after consulting with its financial advisors and outside legal counsel and carefully reviewing and considering various factors described in "—Reasons for the Merger," unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Wesco Aircraft and its stockholders, (ii) approved and declared advisable the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to the stockholders of Wesco Aircraft for their adoption at the special meeting and (iv) recommended that Wesco Aircraft's stockholders adopt the Merger Agreement.

        The Board unanimously recommends that you vote: (i) "FOR" the Merger Proposal; (ii) "FOR" the Adjournment Proposal; and (iii) "FOR" the Compensation Proposal.

Reasons for the Merger

        In evaluating the Merger Agreement and the Merger, the Board consulted with Wesco Aircraft's executive management regarding the business, financial condition and future prospects of Wesco Aircraft, trends in Wesco Aircraft's industry and the terms and conditions of the Merger. In addition, the Board consulted with Wesco Aircraft's outside legal counsel, Latham, regarding the terms and conditions of the Merger Agreement and the fiduciary duties and responsibilities of the members of the Board in their consideration of the Merger, and Wesco Aircraft's financial advisors, Morgan Stanley and J.P. Morgan, regarding certain financial analyses with respect to Wesco Aircraft and the fairness from a financial point of view to Wesco Aircraft's stockholders of the consideration to be paid to the holders of Wesco Aircraft common stock in the Merger (other than the holders of Excluded Shares). In the course of reaching its determination to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by Wesco Aircraft's stockholders, the Board carefully considered a number of positive factors, including the following factors (which are not necessarily listed in order of relative importance):

•

the fact that the Merger Consideration represents an implied premium of approximately 11.8% over the closing share price on August 7, 2019, an implied premium of approximately 14% over the closing share price of Wesco Aircraft's common stock on May 24, 2019, the last trading day before unverified news reports that Wesco Aircraft was exploring strategic alternatives, including a potential sale transaction, and an implied premium of approximately 27.5% over the 90-day volume-weighted average price as of the same date;



•

the Board's belief, after review of Wesco Aircraft's business, financial condition, results of operations, market trends, competitive landscape and execution risks, and discussions with Wesco Aircraft's management and advisors, that the value offered to stockholders pursuant to the Merger is more favorable to Wesco Aircraft stockholders than the potential value from remaining an independent public company, considering:



•

the outlook for the global aerospace and other markets that Wesco Aircraft serves and the increased competitive environment, especially with regards to the global distribution of aerospace parts;



•

increased margin pressures in the distribution of aerospace parts;



•

the risk that Wesco Aircraft would be unable to continue improving inventory management efficiency;

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the likelihood of achieving Wesco Aircraft's stand-alone business plan and the objectives associated with Wesco 2020, Wesco Aircraft's strategic repositioning initiative, including execution challenges to date;



•

the costs associated with compliance with regulations pertaining to public companies; and



•

the historical, current and prospective financial condition, results of operations and business of Wesco Aircraft;



•

the fact that the Merger Consideration of $11.05 per share will be paid in cash, and provides certainty, immediate value and liquidity to Wesco Aircraft's stockholders, enabling them to realize value for their interest in Wesco Aircraft while eliminating business and execution risk;



•

the strategic alternatives review process undertaken prior to the signing of the Merger Agreement, which included outreach to 8 potential strategic bidders and 14 potential private equity bidders as described under "—Background of the Merger" on page 38 of this proxy statement, and which resulted in Parent's submission of its final offer of $11.05 per share;



•

the belief of the Board, based upon arm's length negotiations resulting in Parent's submission of its final offer of $11.05 per share, that the price to be paid by Parent was the highest price per share that Parent was willing to pay for Wesco Aircraft;



•

the fact that the Merger Agreement was the product of arm's length negotiations, as well as the Board's belief, based on these negotiations, that these were the most favorable terms to Wesco Aircraft and its stockholders on which Parent was willing to transact;



•

the business reputation and capabilities of Platinum and Pattonair and its management, and the ability of Platinum and Pattonair to complete the Merger;



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the belief that the potential synergies available to Parent as a result of its proposed integration of Wesco Aircraft and Pattonair were factored into its final offer of $11.05 per share;



•

the belief that Parent had access to the resources needed to complete the Merger, including having obtained Debt Financing Commitments for the transaction from reputable financial institutions and Equity Financing Commitments from Platinum Fund IV, and that Parent had agreed to use reasonable best efforts to consummate the Debt Financing and the Cash Equity Financing in accordance with their respective terms;



•

the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Board, that as of August 8, 2019, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the consideration to be received by the holders of Wesco Aircraft common stock (other than holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of Wesco Aircraft common stock, as set forth in such opinion as more fully described below in the section "—Fairness Opinion of Morgan Stanley & Co. LLC" on page 55 of this proxy statement;



•

the oral opinion of J.P. Morgan delivered to the Board on August 8, 2019, which was confirmed by delivery of a written opinion, dated August 8, 2019, to the effect that, as of such date and based upon and subject to the various factors, assumptions and limitations set forth in the opinion, the Merger Consideration in the proposed Merger was fair from a financial point of view, to the holders of Wesco Aircraft common stock, as more fully described below in the section "—Fairness Opinion of J.P. Morgan Securities LLC" on page 64 of this proxy statement;



•

the likelihood that the Merger will be consummated, based upon, among other things, the limited number of conditions to the Merger, the absence of a financing condition, the likelihood

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of obtaining required regulatory approvals and contractual commitments by Parent to use its reasonable best efforts to obtain such regulatory approvals and the remedies available under the Merger Agreement to Wesco Aircraft in the event of any breaches by Parent;

•

the terms and conditions of the Merger Agreement and other transaction agreements, including the following related factors:



•

the representations, warranties and covenants of Wesco Aircraft in the Merger Agreement;



•

the right, prior to receipt of approval of the Merger Agreement by the holders of a majority of the shares of common stock of Wesco Aircraft outstanding and entitled to vote thereon, for the Board to furnish information and to engage in discussions or negotiations with regard to any Acquisition Proposal made by a third party that the Board determines in good faith, after consultation with its independent financial advisors and outside counsel, constitutes or would reasonably be expected to lead to a Superior Proposal;



•

the existence of standstill provisions included in the confidentiality agreements entered into by Wesco Aircraft with potential bidders in connection with the sale process that allowed for confidential proposals to be made by such bidders to the Board without requirement for a prior request from or waiver by the Board and that the Board is permitted to waive the standstill provisions if the Board determines in good faith, after consultation with outside counsel, that failure to waive or amend such provisions would reasonably be expected to violate the directors' fiduciary duties under applicable law;



•

the ability of the Board, subject to certain limitations, to withdraw or modify its recommendation that stockholders vote in favor of adoption of the Merger Agreement in connection with the receipt of a Superior Proposal or the occurrence of an Intervening Event (as defined in "The Merger Agreement—No Solicitation of Other Offers; Change of Board Recommendation" on page 113 of this proxy statement) if the Board determines in good faith, after consultation with outside counsel, that failure to take such action would violate the directors' fiduciary duties under applicable law, and the Board's right to terminate the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement with respect to such Superior Proposal, subject to payment of a termination fee;



•

the conclusion of the Board that the termination fee and the circumstances in which such termination fee may be payable are reasonable in light of the benefit of the Merger and would not be a significant impediment to third parties interested in making an Acquisition Proposal;



•

the fact that Parent agreed to use its reasonable best efforts to obtain certain regulatory approvals;



•

the absence of a financing condition to Parent's obligation to consummate the Merger;



•

the fact that Parent has received the Funds Commitment Letter, which will provide sufficient funds for Parent, together with the proceeds of the Debt Financing, to consummate the Merger;



•

the fact that, pursuant to the Merger Agreement, Wesco Aircraft is entitled to specific performance and other equitable remedies to prevent breaches of the Merger Agreement and, under appropriate circumstances, may enforce Parent's obligation to cause the Cash Equity Financing to be timely completed;



•

the fact that each of Falcon Aerospace Holdings, LLC, certain affiliates of Makaira Partners, LLC, and Randy Snyder and certain affiliated trusts, who will be receiving the same consideration as the other stockholders, supported the transaction and agreed to enter into Voting Agreements with respect to the Voting Agreement Shares, which represent approximately 41% of the shares outstanding of Wesco Aircraft common stock;