StandardAero Inc美股招股说明书(2025-03-26版)

StandardAero, Inc. Common Stock The selling stockholders named in this prospectus are selling 36,000,000shares of our common stock in this offering. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “SARO.” On March24, 2025, the closing price of our common stock as reported on theNYSE was $28.74 per share. After the consummation of this offering, we expect to continue to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Investing in our common stock involves risk. See “Risk Factors” beginning on page19 of this prospectus and the risk factors in the documents incorporated by referenceherein to read about factors you should consider before buying shares of our common stock. Public offering priceUnderwriting discount (1) Proceeds, before expenses, to selling stockholders (1)See “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the underwriters. This is a firm commitment underwritten offering. The underwriters may also exercise their option to purchase up to an additional 5,400,000shares from the selling stockholders, at the publicoffering price, less the underwriting discount, for 30days after the date of this prospectus to cover sales of additional shares by the underwriters. We will not receive any proceeds from thesale of our common stock pursuant to any exercise of the underwriters’ option to purchase additional shares. The selling stockholders named in this prospectus are affiliates of The CarlyleGroup Inc. and GIC Private Limited. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Delivery of the shares of common stock will be made on or about March27, 2025. J.P.Morgan* MorganStanley* * listed in alphabetical order SOCIETEGENERALE Table of Contents TABLE OF CONTENTS BASIS OF PRESENTATIONMARKET AND INDUSTRY DATATRADEMARKSNON-GAAPFINANCIAL MEASURESWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONMANAGEMENTCOMPENSATION DISCUSSION AND ANALYSISPRINCIPAL AND SELLING STOCKHOLDERSCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSCHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT Table of Contents Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholdersnor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others mayprovide you. The selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only injurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations andfuture growth prospects may have changed since that date. For investors outside the United States: No action is being taken in any jurisdiction outside the United States to permit a public offering ofcommon stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictionsoutside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectusapplicable to those jurisdictions. BASIS OF PRESENTATION We manage our business in line with our service offerings with our reportable segments being Engine Services and Component Repair Services.Our Engine Services segment provides a full suite of aftermarket services, including maintenance, repair and overhaul,on-wingand field servicesupport, asset management, and engineering and related solutions primarily in support of gas turbine engines across the commercial aerospace, militaryand helicopter, and business aviation end markets. Our Component Repair Services segment supports the commercial aerospace, military and other endmarkets with engine piece part component and accessory repair, as well as some engine new part manufacturing. On September5, 2024, we changed our name from Dynasty Parent Co., Inc. to StandardAero, Inc. Unless the context otherwise requires or we otherwise state, references in this prospectus to: •the