8-KMaterial AgreementsRegulation FDExhibits & Filings

TransDigm Group INC 8-K Report, Material Agreement (Jul 29, 2009)

Filed July 29, 2009For Securities:TDG

Summary

TransDigm Group Inc. (TDG) filed an 8-K on July 28, 2009, reporting a material definitive agreement and a related debt issuance disclosure. The company announced the acquisition of Acme Aerospace, Inc. for approximately $40 million in cash. Acme specializes in designing and manufacturing FNC main ship batteries, battery chargers, battery back-up systems, and power conversion equipment for the aerospace industry. In connection with this acquisition, TransDigm also executed a Seventh Supplemental Indenture to its existing indenture, effectively making Acme a guarantor of TransDigm's outstanding indebtedness under that indenture. Furthermore, Acme entered into agreements with Credit Suisse, including a Supplement to the Guarantee and Collateral Agreement and a Joinder Agreement to the Credit Agreement, whereby Acme guaranteed TransDigm's indebtedness under the credit facility and pledged its assets as collateral. These actions indicate a strategic expansion for TransDigm and an integration of Acme's debt obligations within TransDigm's existing financing structure.

Key Highlights

  • 1Acquisition of Acme Aerospace, Inc. for approximately $40 million in cash.
  • 2Acme Aerospace designs and manufactures critical power systems and batteries for the aerospace industry.
  • 3Acme Aerospace's stock was acquired from Key Components, Inc., a subsidiary of Actuant Corporation.
  • 4Acme Aerospace has been added as a guarantor to TransDigm's existing senior secured notes under a Seventh Supplemental Indenture.
  • 5Acme Aerospace has also joined TransDigm's credit facility as a loan party and guarantor.
  • 6Substantially all of Acme Aerospace's assets have been pledged as collateral to secure its guaranteed obligations under TransDigm's credit agreement.

Frequently Asked Questions

Acme Aerospace's products, such as FNC main ship batteries and power conversion equipment, are critical components in the aerospace industry. This acquisition likely allows TransDigm to expand its product portfolio and market reach within this sector, potentially creating cross-selling opportunities and strengthening its position as a supplier of proprietary aerospace components.

The acquisition required TransDigm to bring Acme's operations under its existing debt arrangements. Acme has become a guarantor for TransDigm's indebtedness under both its senior secured notes (via the Seventh Supplemental Indenture) and its credit agreement (via a Joinder Agreement). Additionally, Acme has pledged its assets as collateral for the credit agreement, reinforcing the overall security for TransDigm's lenders.

The filing states the acquisition cost approximately $40 million in cash. While this 8-K doesn't provide detailed financial projections, investors should look for the impact on TransDigm's revenue, profitability, and leverage in future SEC filings. The integration of Acme's assets and liabilities will be a key factor to monitor.

Acme Aerospace, Inc. designs and manufactures fibrous nickel cadmium (FNC) main ship batteries, battery chargers, battery back-up systems, and power conversion equipment. These products are essential for various aircraft operations and are likely supplied to original equipment manufacturers (OEMs) and aftermarket service providers in the aerospace industry.