Summary
TransDigm Group Incorporated (TDG) filed an 8-K on November 6, 2006, detailing material agreements and an event concerning its CEO. The company's subsidiary, TransDigm Inc., along with TD Group and the newly acquired CDA InterCorp., entered into a First Supplemental Indenture and related agreements. These actions serve to make CDA InterCorp. a guarantor of TransDigm's existing indebtedness under the June 23, 2006 Indenture and Credit Agreement, and CDA has pledged substantially all of its assets as collateral. This integration of CDA into TDG's debt structure is a key development following its acquisition. Additionally, the Board of Directors granted a waiver of its conflict of interest policy to Chairman and CEO W. Nicholas Howley. This waiver permits Mr. Howley to serve on the board of Satair A/S, a Danish company that is a significant distributor of TDG products, with annual purchases of approximately $20 million. The Board determined this directorship would be in the best interest of TransDigm.
Key Highlights
- 1CDA InterCorp. has been integrated into TransDigm's debt structure, guaranteeing existing indebtedness under the June 23, 2006 Indenture and Credit Agreement.
- 2CDA InterCorp. has pledged substantially all of its assets to secure its guaranteed obligations under the Credit Agreement.
- 3These agreements solidify CDA's role as a guarantor and collateral provider for TransDigm's debt, following its acquisition.
- 4The Board of Directors granted a waiver to CEO W. Nicholas Howley to serve on the board of Satair A/S.
- 5Satair A/S is a significant distributor of TransDigm products, purchasing approximately $20 million annually.
- 6The Board determined Mr. Howley's directorship at Satair A/S is in TransDigm's best interest.
- 7The event triggering the most recent reporting was the entry into these definitive agreements on November 2, 2006.