UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on April 29, 2024, Loar Holdings Inc. (the “Company” or “our”) entered into a registration rights agreement (the “Registration Rights Agreement”) with affiliates of Abrams Capital Management, L.P. (“Abrams Capital”); GPV Loar LLC and its affiliate Paul S. Levy, our Director; affiliates of Blackstone Alternative Credit Advisors L.P.; Dirkson Charles, our President, Chief Executive Officer, Executive Co-Chairman and Director, and his affiliate; and Brett Milgrim, our Executive Co-Chairman and Director and his affiliate (together, the “Principal Investors”), and certain other parties thereto.
Pursuant to the Registration Rights Agreement, Mr. Charles and Mr. Milgrim are not permitted to sell or otherwise transfer shares of our common stock each of them held immediately following the closing of our initial public offering, which occurred on April 29, 2024, until and including September 30, 2027 (the “Additional Lock-up”), subject to limited waivers and exceptions, including (i) an exception for Mr. Charles to transfer up to $30 million of such shares held by him and (ii) an exception for Mr. Milgrim to transfer up to $30 million of such shares held by him.
On May 13, 2025, the Company and the Principal Investors entered into the Waiver to the Registration Rights Agreement (the “Waiver”), which provided a limited waiver of the Additional Lock-up in order to enable Mr. Charles and Mr. Milgrim to sell up to a pro rata amount with the other Principal Investors in the offering of the Offered Shares and the Option Shares (each as defined below), calculated based on the percentage of shares owned by them prior to the offering.
The lenders party to our credit agreement include certain affiliates of Blackstone Alternative Credit Advisors LP. Affiliates of Blackstone Alternative Credit Advisors LP held approximately 11% of the shares of our common stock outstanding as of the closing of the offering of the Option Shares. The above summary of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On May 14, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), and the selling shareholders named in Schedule II thereto (the “Selling Shareholders”), relating to the underwritten offering of 9,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-286913), filed on May 1, 2025 (the “Registration Statement”), as supplemented by a preliminary prospectus supplement dated May 13, 2025 and a final prospectus supplement dated May 14, 2025. The Selling Shareholders also granted the underwriters a 30-day option (the “Option”) to purchase up to 1,350,000 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.
The closing of the offering of the Offered Shares occurred on May 16, 2025. In addition, the Underwriters exercised the Option, and the closing of the offering of the Option Shares occurred on May 19, 2025. The Shares were offered and sold at a public offering price per share of $83.41. All of the Shares were sold by the Selling Shareholders, and the Company did not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 14, 2025, by and among the Company, Jefferies LLC, Morgan Stanley & Co. LLC, and the Selling Stockholders. | |
| 10.1 | Waiver to the Registration Rights Agreement, dated as of April 29, 2024, by and among Loar Holdings Inc. and each of the investors listed on the signature pages thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Loar Holdings Inc. | ||||||
| Date: May 19, 2025 | By: | /s/ Michael Manella | ||||
| Name: | Michael Manella | |||||
| Title: | Vice President, General Counsel and Secretary | |||||