EDAC Edac Technologies Corp. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1

EDAC TECHNOLOGIES CORPORATION

(Name of Subject Company (Issuer))

GB AERO ENGINE MERGER SUB INC.

GB AERO ENGINE LLC

(Name of Filing Persons (Offerors))

GREENBRIAR EQUITY FUND II, L.P.

GREENBRIAR EQUITY FUND II-A, L.P.

GREENBRIAR CO-INVESTMENT PARTNERS II, L.P.

(Name of Filing Persons (Others))

COMMON STOCK, PAR VALUE $0.0025 PER SHARE

(Title of Class of Securities)

279285100

(CUSIP Number of Class of Securities)

Ray Benvenuti

GB Aero Engine LLC

c/o Greenbriar Equity Group LLC

555 Theodore Fremd Avenue

Suite A-201

Rye, NY 10580

(914) 925-9600

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Andrew Herman

Shawn O’Hargan

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (as may be amended from time to time, the “Schedule TO”) relates to the tender offer by (i) GB Aero Engine Merger Sub Inc., a Wisconsin corporation (“Purchaser”) and a wholly-owned subsidiary of GB Aero Engine LLC, a Delaware limited liability company (“Parent”) for all of the outstanding shares of common stock, par value $0.0025 per share (the “Shares”), of EDAC Technologies Corporation, a Wisconsin corporation (the “Company”), at a price of $17.75 per Share net to the seller in cash without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated March 26, 2013 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. Item 11(a) of the Schedule TO is hereby amended and supplemented by adding the following paragraphs immediately after the last paragraph of the sub-section captioned “Stockholder Litigation-Connecticut Litigation”

On March 26, 2013, a putative stockholder class action complaint was filed in the Superior Court of the State of Connecticut, Judicial District of Hartford, captioned Walsh v. EDAC Techs. Corp. et al.  The complaint names as defendants the Company, the Individual Defendants, Greenbriar, Parent and Purcahser. The complaint asserts two causes of action: breach of fiduciary duty against the Individual Defendants and aiding and abetting a breach of fiduciary duty against the Company, Greenbriar, Parent and Purchaser. The complaint alleges that the Individual Defendants breached their fiduciary duties by causing the Company to enter into the Merger Agreement, by undervaluing the Company and agreeing to sell the Company at an inadequate price, and by agreeing to deal terms that unduly restrict the ability of other potential acquirers to bid successfully for the Company. The complaint also alleges that one of the Individual Defendants, Dominick A. Pagano, was conflicted in his deliberations as a member of the Company’s Board. Plaintiffs seek a declaration that the Merger Agreement is unlawful and unenforceable, an injunction prohibiting consummation of the proposed transaction, rescission (to the extent the proposed transaction has already been consummated), an accounting by the Defendants to the Class for all damages suffered as a result of the alleged wrongdoing, and fees and costs associated with prosecuting the action. The Defendants believe plaintiffs’ allegations lack merit and will vigorously contest them. The foregoing description is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(F).

Item 11(a) of the Schedule TO are hereby amended and supplemented by adding the following text at the end thereof:

On March 29, 2013, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) applicable to the Offer was granted. Accordingly, the condition to the Offer relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.

Item 12. Exhibits.

Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits:

Regulation M-A Item 1016

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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