Sec Form 13D Filing - Bancroft Thomas filing for Wesco Aircraft Holdings Inc (WAIR) - 2019-08-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

WESCO AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

950814103

(CUSIP Number)

Makaira Partners, LLC

c/o Adam J. Garcia, Chief Compliance Officer

7776 Ivanhoe Avenue #250,

La Jolla, California 92037

(858) 626-2929

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 3 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2015 (collectively, this “Schedule 13D”) by Thomas M. Bancroft III (“Mr. Bancroft”) and Makaira Partners, LLC (“Makaira” and together, the “Reporting Persons”), as amended by Amendment No. 1 and Amendment No. 2 thereto, filed with the SEC by the Reporting Persons respectively on May 31, 2017 and February 14, 2018, in each case, with respect to the common stock, par value $0.001 per share, of Wesco Aircraft Holdings, Inc. (“Common Stock”), a Delaware corporation (the “Company”). The filing of any amendment to this Schedule 13D shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to add the following information:

A.    Voting Agreement:

On August 8, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wolverine Intermediate Holding II Corporation, a Delaware corporation (“Parent”), and Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are indirect subsidiaries of funds managed and advised by Platinum Equity Advisors, LLC, a New York-based private equity firm. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

As a condition to Parent entering into the Merger Agreement, (x) Makaira Offshore Master Fund, L.P. and (y) Makaira Indica, L.P. (collectively, the “Makaira Funds”), which are two investment funds managed and advised by Makaira, entered into a Voting and Support Agreement (the “Voting Agreement”) with the Parent and Merger Sub. Under the Voting Agreement, each of the Makaira Funds agreed, among other things, to vote all shares of Common Stock owned by it in favor of the Merger. In addition, under the Voting Agreement, each of the Makaira Funds agreed, among other things, not to, during the term of the Voting Agreement and except to the extent permitted by the Merger Agreement, (i) initiate, solicit, propose or knowingly facilitate, induce or encourage the making of any Acquisition Proposal (as defined in the Merger Agreement) from third parties, including by way of furnishing any non-public information to any third party, (ii) enter in, continue or otherwise participate in any discussions or negotiations with any third party regarding any acquisition proposal for the Company, (iii) resolve or agree to do any action in the foregoing clauses (i) or (ii), or (iv) direct, instruct, induce or encourage certain of its affiliates to take any activity described in clauses (i), (ii) or (iii).

The Voting Agreement will terminate upon the earliest of (i) the consummation of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) the date on which any amendment of, modification to or waiver under the Merger Agreement is entered into or given that would reduce or alter the form of merger consideration under the Merger Agreement.

The Voting Agreement does not apply to Makaira, any of its affiliates or any investment fund or account managed or advised by Makaira, in each case, except for the Makaira Funds.

The foregoing description of the Voting Agreement is hereby qualified in its entirety by reference to the form of Voting Agreement, which was included as an exhibit to the Current Report on Form 8-K filed by the Company with the SEC on August 9, 2019, and which is hereby incorporated by reference in its entirety.

B. Cessation of Authority Over Separate Account Shares:

The Common Stock that Makaira previously may be deemed to beneficially own included 3,859,178 shares of Common Stock (the “Separate Account Shares”) held in the name of a client in a separate account over which Makaira, as investment adviser, had discretionary trading authority. On August 16, 2019, Makaira’s authority over the Separate Account Shares, including all authority to dispose or direct the disposition of the Separate Account Shares, ended. As a result, Makaira no longer may be deemed to beneficially own any of the Separate Account Shares.

Item 5. Interest in Securities of the Issuer.

Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Schedule 13D is hereby amended to add the following information:

The information set forth in Item 4 above is incorporated by reference into this Item 6.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended to add the following information:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX