Loar Holdings Completes Asset Acquisition and Incurs New Debt

TL;DR

Loar Holdings just bought stuff and took on new debt.

AI Summary

On August 26, 2024, Loar Holdings Inc. announced the completion of its acquisition of certain assets from an undisclosed seller. This transaction also involved the creation of a new direct financial obligation for Loar Holdings Inc. The company is incorporated in Delaware and its principal executive offices are located at 20 New King Street, White Plains, New York.

Why It Matters

This filing indicates Loar Holdings Inc. is actively growing through acquisitions and is leveraging debt financing, which could impact its financial structure and future profitability.

Risk Assessment

Risk Level: medium — Acquisitions and new debt can introduce financial and operational risks, but the specific details and scale are not yet fully disclosed.

Key Players & Entities

• Loar Holdings Inc. (company) — Registrant
• August 26, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 20 New King Street, White Plains, New York (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share LOAR New York Stock Excha
• $360 million — an aggregate principal amount equal to $360 million for purposes of (i) paying a portion of
• $384.5 m — sh consideration paid to AAI Parent was $384.5 million, $2 million of which was deposite
• $2 million — paid to AAI Parent was $384.5 million, $2 million of which was deposited with an escrow a

Filing Documents

• ck0002000178-20240826.htm (8-K) — 57KB
• ck0002000178-ex10_1.htm (EX-10.1) — 2184KB
• ck0002000178-ex99_1.htm (EX-99.1) — 9KB
• 0000950170-24-100566.txt ( ) — 2685KB
• ck0002000178-20240826.xsd (EX-101.SCH) — 25KB
• ck0002000178-20240826_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2024, Loar Holdings Inc. (the " Registrant, " " we ," " us " or " our "), Loar Group Inc., (" Loar Group ") certain subsidiary guarantors, certain lenders, First Eagle Alternative Credit, LLC, as administrative agent for the lenders and as collateral agent for the secured parties, and Citibank, N.A., as the revolving administrative agent, entered into the Sixteenth Amendment to Credit Agreement (the " Credit Agreement Amendment " and the existing credit agreement as amended thereby, the " Credit Agreement ") pursuant to which, among other things, the Registrant amended its existing credit agreement to make available to Loar Group an incremental term loan in an aggregate principal amount equal to $360 million for purposes of (i) paying a portion of the consideration payable by it pursuant to the terms of that certain purchase agreement (the " Purchase Agreement ") by and among Loar Group, Applied Avionics, Inc., a Texas corporation (" AAI "), AAI Holdings, Inc., a Delaware corporation (" AAI Parent "), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of AAI Parent (" Representative "), pursuant to which Loar Group agreed to purchase from AAI Parent all the issued and outstanding equity interests of AAI, (ii) paying fees and expenses incurred in connection with the foregoing, and (iii) otherwise to fund working capital and general corporate purposes. The Credit Agreement contains representations and warranties, covenants and events of default customary for agreements of this type. The lenders party to the Credit Agreement Amendment include certain affiliates of Blackstone Alternative Credit Advisors LP. Affiliates of Blackstone Alternative Credit Advisors LP held approximately 14% of the shares of the Registrant's common stock outstanding as of the closing of its initial public offering on April 29, 2024. The above su

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in a Current Report on Form 8-K filed by the Registrant with the U.S. Securities and Exchange Commission on July 22, 2024, Loar Group , a wholly owned subsidiary of the Registrant, entered into the Purchase Agreement with AAI, AAI Parent, and Representative, solely in its capacity as the representative of AAI Parent, pursuant to which Loar Group agreed to purchase from AAI Parent all the issued and outstanding equity interests of AAI. Incorporated in 1968, AAI designs, develops, and manufactures highly engineered avionics interface solutions. On August 26, 2024, upon the terms and subject to the conditions set forth in the Purchase Agreement, Loar Group completed its acquisition of AAI from AAI Parent. The aggregate cash consideration paid to AAI Parent was $384.5 million, $2 million of which was deposited with an escrow agent to be held pending finalization of customary purchase price adjustments contained in the Purchase Agreement. The acquisition was financed through cash on hand and borrowing available under the Credit Agreement. The lenders party to the Credit Agreement include certain affiliates of Blackstone Alternative Credit Advisors LP. Affiliates of Blackstone Alternative Credit Advisors LP held approximately 14% of the shares of the Registrant's common stock outstanding as of the closing of our initial public offering on April 29, 2024. The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 26, 2024, the Registrant issued a press release announcing the completion of its acquisition of AAI from AAI Parent. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. The information in this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a)

Financial statements of businesses or funds acquired

Financial statements of businesses or funds acquired. The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information . The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 10.1 10.2 99.1 104 Sixteenth Amendment to Credit Agreement, dated as of August 26, 2024, by and among Loar Group Inc., Loar Holdings Inc., the other guarantors party thereto from time to time, the lenders party thereto from time to time, First Eagle Alternative Credit, LLC, as administrative agent for the lenders and as collateral agent for the secured parties, and Citibank, N.A., as the revolving administrative agent. Purchase Agreement, dated as of July 18, 2024, by and among AAI Holdings, Inc., a Delaware corporation, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of AAI Holdings, Inc., a Delaware corporation, Applied Avionics, Inc., a Texas corporation, and Loar Group Inc., a Delaware corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Loar Holdings Inc. with the Securities and Exchange Commission on July 22, 2024). Press Release, dated August 26, 2024. Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 2024 By: /s/ Michael Manella Vice President, General Counsel and Secretary

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