UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 26, 2024 |
Loar Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-42030 | 82-2665180 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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20 New King Street | |
White Plains, New York | | 10604 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 914 909-1311 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common stock, par value $0.01 per share | | LOAR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On August 26, 2024, Loar Holdings Inc., a Delaware corporation (the Company), filed a Current Report on Form 8-K (the Initial 8-K) to disclose that it had completed its previously announced acquisition of Applied Avionics Inc. (AAI). This Form 8/K-A amends the Initial 8-K to include historical audited and unaudited financial statements of AAI and the pro forma combined financial information required by Item 9.01 of Form 8-K that were excluded from the Initial 8-K in reliance on the instructions to such item.
Item 9.01 Financial Statements and Exhibits.
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(a) | Financial statements of businesses or funds acquired. |
The audited financial statements of AAI as of December 27, 2023 and for the fifty-two weeks ended December 27, 2023, as well as the accompanying notes and supplemental information, are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
The unaudited financial statements of AAI as of June 26, 2024 and for the twenty-six weeks ended June 26, 2024, as well as the accompanying notes, are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
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| (b) | Pro forma financial information. |
The unaudited pro forma condensed consolidated financial statements of the Company and AAI for the year ended December 31, 2023 and the six-month period ended June 30, 2024 are filed herewith as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | October 10, 2024 | By: | /s/ Glenn D'Alessandro |
| | | Glenn D’Alessandro
Treasurer and Chief Financial Officer
(principal financial and accounting officer) |
