WAIR Wesco Aircraft Holdings Inc

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

32

Table of Contents

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

33

Table of Contents

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

34

Table of Contents

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.

35

Table of Contents

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.

36

Table of Contents

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.

37

Table of Contents

        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

38

Table of Contents

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

39

Table of Contents

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.

40

Table of Contents

        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

41

Table of Contents

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

42

Table of Contents

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.

43

Table of Contents

        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.

44

Table of Contents

        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

45

Table of Contents

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

46

Table of Contents

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

47

Table of Contents

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,

48

Table of Contents

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.

49

Table of Contents

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;

50

Table of Contents

•

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;



•

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

51

Table of Contents

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;

52

Table of Contents

•

the fact that the Merger Agreement provides that, if the Merger is not consummated under certain circumstances, and as an alternative to specific performance under the Merger Agreement, Parent will pay Wesco Aircraft a $112 million reverse termination fee, and that such payment obligation is guaranteed by Platinum Fund IV;



•

the fact that the Merger would be subject to approval by Wesco Aircraft's stockholders and that the stockholders would be free to evaluate the Merger and vote for or against the adoption of the Merger Agreement at the special meeting; and



•

the availability of statutory appraisal rights to Wesco Aircraft stockholders who do not vote in favor of the adoption of the Merger Agreement and otherwise comply with all required procedures applicable to appraisal rights under Section 262 of the DGCL.

        The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following (which are not listed in any relative order of importance):

•

the fact that Wesco Aircraft stockholders will not participate in any potential future earnings or growth of Wesco Aircraft and will not benefit from any appreciation in its value as a private company;



•

the restrictions in the Merger Agreement on soliciting competing Acquisition Proposals to acquire Wesco Aircraft from the date of the Merger Agreement;



•

the restrictions in the Merger Agreement on Wesco Aircraft's ability to terminate the Merger Agreement in connection with the receipt of a Superior Proposal, including the fact that the Board must (i) provide four days' written notice to Parent of its intention to effect a Change of Board Recommendation or terminate the Merger Agreement in order to provide Parent with an opportunity to match a Superior Proposal and (ii) negotiate in good faith with Parent during such period, and the discouraging effect this may have on potential other bidders;



•

that we may be required to pay Parent a termination fee of $39 million under certain circumstances after the date of the Merger Agreement, including the potential effect of the termination fee to deter other potential bidders from making an Acquisition Proposal for Wesco Aircraft, and the impact of the termination fee on our ability to engage in another transaction for twelve months if the Merger Agreement is terminated in certain circumstances;



•

that, under certain circumstances in connection with the termination of the Merger Agreement because the stockholders do not vote to approve the Merger, we will be required to reimburse Parent for reasonable and documented out-of-pocket fees and expenses in connection with the Merger, in an amount not to exceed $3 million in the aggregate;



•

the fact that the Voting Agreements only terminate upon a termination of the Merger Agreement and not upon a Change of Board Recommendation;



•

the risk that the conditions to the consummation of the Merger may not be satisfied (including failure to obtain the required antitrust approvals in the United States, Canada, Germany, Poland or the United Kingdom or the foreign investment clearance required in France) and, as a result, the possibility that the Merger may not be completed in a timely manner or at all, even if the Merger Agreement is adopted by Wesco Aircraft's stockholders;



•

the possibility that the Debt Financing contemplated by the Debt Commitment Letter and the Cash Equity Financing contemplated by the Funds Commitment Letter will not be obtained, resulting in Parent not having sufficient funds to complete the Merger;

53

Table of Contents

•

the potential negative effects if the Merger is not consummated, including that:



•

the trading price of Wesco Aircraft common stock could be adversely affected;



•

we will have incurred significant transaction and opportunity costs attempting to complete the Merger;



•

we could lose customers, suppliers, business partners and employees, including key sales and other personnel;



•

our business may be subject to significant disruption and decline;



•

the market's perceptions of our prospects could be adversely affected; and



•

our directors, officers and other employees will have expended considerable time and effort to consummate the Merger;



•

the restrictions imposed by the terms of the Merger Agreement on the conduct of Wesco Aircraft's business prior to completion of the Merger, which may delay or prevent Wesco Aircraft from undertaking business opportunities that may arise pending completion of the Merger and the resultant risk if the Merger is not consummated;



•

the fact that Parent and Merger Sub are newly formed entities with no material assets other than the Commitment Letters, and that, notwithstanding our specific performance remedy under the Merger Agreement, our remedy in the event of a breach of the Merger Agreement by Parent or Merger Sub may be limited to receipt of the $112 million reverse termination fee, and that under certain circumstances we may not be entitled to the reverse termination fee at all;



•

the fact that any gain realized by Wesco Aircraft stockholders as a result of the Merger will generally be taxable for U.S. federal income tax purposes to those stockholders that are U.S. persons subject to taxation in the United States; and



•

the fact that our executive officers and directors may have interests in the Merger that may be different from, or in addition to, those of Wesco Aircraft stockholders. See "—Interests of the Directors and Officers of Wesco Aircraft in the Merger" on page 76 of this proxy statement.

        After taking into account the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to Wesco Aircraft's stockholders. Accordingly, the Board unanimously determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of Wesco Aircraft and its stockholders.

        The foregoing discussion summarizes the material factors considered by the Board, but is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with, and questioning of, Wesco Aircraft's senior management and its financial advisors and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in "Cautionary Statement Concerning Forward-Looking Statements" on page 34 of this proxy statement.

54

Table of Contents

Fairness Opinion of Morgan Stanley & Co. LLC

        The Board retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of the Company. The Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation, knowledge of and involvement in recent transactions in the Company's industry and knowledge of the Company's business and affairs. At the meeting of the Board on August 8, 2019, Morgan Stanley rendered 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 common stock (other than the 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.

        The full text of the written opinion of Morgan Stanley, dated as of August 8, 2019, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Appendix C and is incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley's opinion carefully and in its entirety. Morgan Stanley's opinion was directed to the Board, in its capacity as such, and addressed only the fairness from a financial point of view of the consideration to be received by the holders of Wesco Aircraft common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement as of the date of the opinion and did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute advice or a recommendation as to how Wesco Aircraft stockholders should vote at any stockholders' meeting that may be held in connection with the Merger or whether the stockholders should take any other action in connection with the Merger. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, Morgan Stanley, among other things:

•

reviewed certain publicly available financial statements and other business and financial information of the Company;



•

reviewed certain internal financial statements and other financial and operating data concerning the Company;



•

reviewed certain financial projections prepared by the management of the Company, including the Updated Management Projections summarized under "—Certain Financial Projections" on page 72 of this proxy statement;



•

discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;



•

reviewed the reported prices and trading activity for Wesco Aircraft common stock;



•

compared the financial performance of the Company and the prices and trading activity of Wesco Aircraft common stock with that of certain other publicly traded companies comparable with the Company, and their securities;



•

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

55

Table of Contents

•

participated in certain discussions and negotiations among representatives of the Company and Parent and their financial and legal advisors;



•

reviewed the Merger Agreement in the form of the draft dated August 8, 2019, the Debt Commitment Letter from certain lenders in the form of the draft dated August 8, 2019 and certain related documents; and



•

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by the Company, and formed a substantial basis for its opinion. With respect to the Updated Management Projections, Morgan Stanley assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company at the time prepared of the Company's future financial performance. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain Debt Financing in accordance with the terms set forth in the Debt Commitment Letter and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger that would be material to its analysis. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of Wesco Aircraft common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement. Morgan Stanley did not make any independent valuation or appraisal of the Company's assets or liabilities, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley, as of August 8, 2019. Events occurring after August 8, 2019 may affect its opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

        The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated August 8, 2019 to the Board. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 7, 2019, the last full trading day prior to the meeting of the Board to approve and adopt the Merger Agreement. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses

56

Table of Contents

and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion.

        In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by management of the Company referred to below as the Updated Management Projections. The Updated Management Projections are more fully described under "—Certain Financial Projections" on page 72 of this proxy statement. In accordance with direction from the Board, Morgan Stanley used the Updated Management Projections in its valuation analysis.

Public Trading Comparables Analysis

        Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for the Company with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley's professional judgment and experience, that operate in the aerospace and defense and industrial distribution industries, share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability and/or other similar operating characteristics (these companies are referred to herein as the comparable companies). These companies were the following:

•

AAR Corp.



•

Astronics Corporation



•

Curtiss-Wright Corporation



•

Kaman Corporation



•

Meggitt PLC



•

MOOG Inc.



•

Spirit AeroSystems Holdings, Inc.



•

Triumph Group, Inc.



•

Woodward, Inc.



•

Applied Industrial Technologies, Inc.



•

Anixter International Inc.



•

Genuine Parts Company



•

W. W. Grainger, Inc.



•

MSC Industrial Direct Co., Inc.



•

WESCO International, Inc.

        For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value, which Morgan Stanley defined as (i) fully diluted market capitalization, plus (ii) preferred stock, plus (iii) non-controlling interest, plus (iv) total debt, plus (v) capital leases and less (vi) cash and cash equivalents, to estimated earnings before interest, taxes, depreciation, and amortization ("EBITDA"), based on Thomson Reuters consensus estimates, which Morgan Stanley adjusted for material merger and acquisition transactions, as applicable, for calendar years 2019 and 2020, of each of these comparable companies based on publicly available financial information.

57

Table of Contents

        The following table presents the results of this analysis for the companies reviewed:

        Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of aggregate value to EBITDA multiples and applied this range of multiples to the estimated relevant metric for the Company for the Updated Management Projections.

        Based on the estimated outstanding shares of Wesco Aircraft common stock on a fully diluted basis as of July 27, 2019 (including outstanding Company Options, Company RSUs and Company PSUs) as provided by management of the Company, Morgan Stanley calculated the estimated implied value per share, rounded to the nearest $0.10, of Wesco Aircraft common stock as of July 27, 2019 as follows:

        The ranges of estimated implied value per share of Wesco Aircraft common stock were compared to the Company's closing price per share of $9.69 on May 24, 2019, the NYSE trading day immediately preceding the May 28, 2019 Reuters article reporting that the Company was exploring a sale (the "Reuters Report"), the Company's closing price per share of $9.88 on August 7, 2019, the NYSE trading day immediately preceding the date of the written opinion, and the proposed Merger Consideration of $11.05 per share.

        No company utilized in the public trading comparables analysis is identical to the Company. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company's control. These include, among other things, the impact of competition on the Company's business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

58

Table of Contents

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of equity values per share of Wesco Aircraft common stock based on a discounted cash flow analysis to value the Company as a stand-alone entity. Morgan Stanley utilized estimates from the Updated Management Projections for purposes of its discontinued cash flow analysis, as more fully described below.

        Morgan Stanley first calculated the estimated unlevered free cash flow using information set forth in the Updated Management Projections (please see the section of the proxy statement captioned "—Certain Financial Projections" on page 72 of this proxy statement for more information on the calculation of unlevered free cash flow). Morgan Stanley then calculated the net present value of the unlevered free cash flows for the Company for the fiscal fourth quarter of 2019 through 2023 using a mid-year convention. In addition, Morgan Stanley calculated the net present value of the tax benefit from the amortization of certain intangible assets for the life of such assets from fiscal fourth quarter of 2019 through 2062. Based on a perpetual growth rate of 1.5%, which Morgan Stanley selected based upon the application of its professional judgment and experience, Morgan Stanley calculated terminal values in the year 2023. The free cash flows, amortization tax benefit and terminal values were discounted to present values as of June 30, 2019 at a discount rate ranging from 6.9% to 8.4%, which discount rates were selected, upon the application of Morgan Stanley's professional judgment and experience, to reflect an estimate of the Company's weighted average cost of capital.

        Based on the outstanding shares of Wesco Aircraft common stock on a fully diluted basis as of July 27, 2019 (including outstanding Company Options, Company RSUs and Company PSUs) as provided by management of the Company on July 27, 2019, Morgan Stanley calculated the estimated implied value per share, rounded to the nearest $0.10, of Wesco Aircraft common stock as follows:

        The range of estimated implied value per share of Wesco Aircraft common stock was compared to the Company's closing price per share of $9.69 on May 24, 2019, the NYSE trading day immediately preceding the Reuters Report, the Company's closing price per share of $9.88 on August 7, 2019, the NYSE trading day immediately preceding the date of the written opinion, and the proposed Merger Consideration of $11.05 per share.

Precedent Transactions Analysis

        Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley compared publicly available statistics for certain aerospace and defense and industrial distribution transactions selected based on Morgan Stanley's professional judgment and experience, which were announced since 2006. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger.

59

Table of Contents

        Morgan Stanley reviewed the transactions below for, among other things, the ratio of the aggregate value of each transaction to each target company's EBITDA for the 12-month period prior to the transaction announcement date ("LTM EBITDA"). The following table summarizes Morgan Stanley's analysis for the aerospace and defense and industrial distribution transactions reviewed: