8-KMaterial AgreementsExhibits & Filings

TransDigm Group INC 8-K Report, Material Agreement (Sep 7, 2010)

Filed September 7, 2010For Securities:TDG

Summary

TransDigm Group Inc. (TDG) filed an 8-K on September 7, 2010, reporting on the completion of its acquisition of Semco Instruments Inc. (Semco) on September 3, 2010, for approximately $74 million in cash. Semco is a manufacturer of proprietary, highly engineered components for major engine manufacturers such as Pratt Whitney, Honeywell, and General Electric, with products primarily used in helicopters, business jets, and regional airplanes. In connection with this acquisition, TransDigm also entered into several supplemental indentures and agreements. Notably, Semco has agreed to guarantee all outstanding indebtedness of TransDigm under its existing indentures and credit agreements, and has pledged substantially all of its assets as collateral for these obligations. These actions are standard for integrating an acquired company into a company's existing debt structure.

Key Highlights

  • 1TransDigm Group Inc. completed the acquisition of Semco Instruments Inc. for approximately $74 million in cash on September 3, 2010.
  • 2Semco manufactures proprietary, highly engineered components for major aircraft engine manufacturers.
  • 3Semco's products are utilized in helicopters, business jets, and selected regional airplanes.
  • 4Semco will guarantee TransDigm's indebtedness under existing indentures.
  • 5Semco will guarantee TransDigm's indebtedness under its credit agreement.
  • 6Semco has pledged substantially all of its assets to secure its guaranteed obligations under the credit agreement.
  • 7The acquisition was previously announced on August 6, 2010.

Frequently Asked Questions

The acquisition of Semco Instruments Inc. expands TransDigm's product portfolio with proprietary, highly engineered components critical for major aircraft engines. This move is expected to enhance TransDigm's presence in the aerospace components market, particularly for helicopters, business jets, and regional aircraft.

Following the acquisition, Semco has become a guarantor of TransDigm's existing debt obligations under multiple indentures and credit agreements. Furthermore, Semco has pledged substantially all of its assets as collateral to secure these guaranteed obligations.

TransDigm acquired Semco Instruments Inc. for approximately $74 million in cash.

The acquisition of Semco Instruments Inc. was completed on September 3, 2010.