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Wesco Aircraft Announces Secondary Offering By Selling Stockholders

Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced that certain employees and former employees have agreed to sell 1,800,000 shares of its common stock in an underwritten offering. The shares are being sold to cover a portion of the employees’ tax liability resulting from the scheduled delivery of 5,604,316 shares of common stock in the aggregate in satisfaction of certain restricted stock unit awards that were granted in 2006 in connection with the Company’s recapitalization with The Carlyle Group. The Company will also pay approximately $8.8 million in cash, in lieu of the delivery of 621,305 shares in the aggregate (which amount may be adjusted based on the final purchase price of the shares sold in the offering), in satisfaction of a portion of the restricted stock unit awards held by the employee stockholders pursuant to the terms of the applicable equity incentive plan. The Company will not sell any shares in the offering and will not receive any proceeds from the offering.

The shares will be offered pursuant to an effective resale registration statement previously filed with the Securities and Exchange Commission. A prospectus relating to the offering has been filed with the Securities and Exchange Commission. Copies of the prospectus may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Email:, (888) 603-5847.

Barclays will act as sole underwriter for the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of such jurisdiction. Any offer of securities covered by the resale registration statement may be made solely by means of the prospectus included in the registration statement containing specific information about the terms of any such offering.

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