Loar Holdings Inc美股招股说明书(2024-12-12版)

5,750,000 Shares LOAR HOLDINGS INC. Common Stock We are offering 3,852,500 shares of our common stock (“common stock”) and the selling stockholders named in this prospectusare offering 1,897,500 shares of our common stock. We will not receive any proceeds from the sale of the shares being sold bythe selling stockholders. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol“LOAR.” The last reported sale price of our common stock on December 10, 2024 was $87.69 per share. See “Risk Factors” beginning on page 21 to read about factors you should consider beforebuying shares of our common stock. We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “SecuritiesAct”), and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectusand may elect to do so in future filings. After the completion of this offering and pursuant to the Voting Agreement (as defined below), Abrams Capital Management,L.P. and its affiliates (together, “Abrams Capital”), GPV Loar LLC, Dirkson Charles and Brett Milgrim will beneficially ownapproximately 60% of our outstanding common stock (or 59% if the underwriters exercise in full their option to purchaseadditional shares of common stock). As a result, we will continue to be a “controlled company” within the meaning of the rulesof the NYSE; however, we do not currently and do not intend to rely on any exemptions from the corporate governancerequirements of the NYSE available to “controlled companies.” See “Management—Controlled Company Status” and “CertainRelationships and Related Party Transactions—Voting Agreement.” Dirkson Charles is our President, Chief Executive Officer,Executive Co-Chairman and Director and Brett Milgrim is our Executive Co-Chairman and Director. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to thecontrary is a criminal offense. (1)See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation. The selling stockholders have granted the underwriters the right, for a period of 30 days from the date of this prospectus, topurchase up to 862,500 additional shares of common stock from us at the public offering price less the underwriting discount. Wewill not receive any proceeds from the sale of our common stock by the selling stockholders pursuant to any exercise of theunderwriters’ option to purchase additional shares. The underwriters expect to deliver the shares to purchasers on December 12, 2024. Jefferies* Morgan Stanley* Moelis RBC Capital Markets Citigroup Table of Contents TABLE OF CONTENTS PageSummary1Risk Factors21Cautionary Note Regarding Forward-Looking Statements45Use of Proceeds47Dividend Policy48Capitalization49Unaudited Pro Forma Condensed Combined Financial Statements50Management’s Discussion and Analysis of Financial Condition and Results of Operations56Business78Management89Executive Compensation97Certain Relationships and Related Party Transactions102Principal and Selling Stockholders106Description of Capital Stock109Shares Eligible for Future Sale116Certain United States Federal Income Tax Consequences to Non-U.S. Holders118Underwriting (Conflicts of Interest)123Legal Matters135Experts135Where You Can Find More Information135Index to Consolidated Financial StatementsF-1 Neither we nor the selling stockholders have authorized anyone to provide you with any information other than thatcontained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available toyou. We, the selling stockholders and the underwriters have not authorized anyone to provide you with differentinformation. We, the selling stockholders and the underwriters do not take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this prospectusis accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any freewriting prospectus, as the case may be, or any sale of shares of our common stock. Our business, results ofoperations and financial condition may have changed since such date. For investors outside the United States: we are offering to sell, and seeking offers to buy, shares of our commonstock only in jurisdictions where offers and sales are permitted. We, the selling stockholders and the underwritershave not done anything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrict