Summary
TransDigm Group Inc. (TDG) filed an 8-K on December 10, 2010, primarily to disclose information related to its offering of $1.55 billion in aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2018. This offering was conducted as a private placement to qualified institutional buyers and persons outside the United States. The filing includes unaudited pro forma condensed combined financial statements reflecting the acquisition of McKechnie. The pro forma statements indicate a significant increase in total assets to approximately $4.1 billion, driven by the acquisition and its associated financing. Notably, goodwill and other intangible assets represent a substantial portion of the pro forma asset base, reflecting the accounting for the acquisition. Long-term debt also shows a substantial increase, reaching over $3 billion, a direct result of the financing used for the McKechnie acquisition and other refinancing activities.
Key Highlights
- 1TransDigm priced a $1.55 billion offering of 7 3/4% Senior Subordinated Notes due 2018.
- 2The notes were offered privately to Qualified Institutional Buyers (Rule 144A) and non-U.S. persons (Regulation S).
- 3The 8-K includes unaudited pro forma condensed combined financial statements as of September 30, 2010, reflecting the acquisition of McKechnie.
- 4Pro forma total assets increased significantly to $4,102,476,000.
- 5Pro forma long-term debt increased substantially to $3,092,200,000, primarily due to acquisition financing.
- 6Goodwill and other intangible assets represent a large portion of the pro forma asset base following the McKechnie acquisition.
- 7The company also refinanced a portion of its first lien term loan and repurchased existing senior subordinated notes.