8-KMaterial AgreementsFinancial EventsExhibits & Filings

TransDigm Group INC 8-K Report, Material Agreement (Dec 15, 2010)

Filed December 15, 2010For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) filed an 8-K on December 15, 2010, detailing significant debt financing activities. The company, through its subsidiary TransDigm Inc., successfully repurchased approximately $968 million of its 7.75% Senior Subordinated Notes due 2014. This repurchase also included consent solicitations to modify the terms of the governing indentures, notably eliminating most restrictive covenants and certain events of default. Furthermore, TransDigm Inc. issued $1.55 billion of new 7.75% Senior Subordinated Notes due 2018 through a private offering. These new notes are guaranteed by TransDigm Group and its domestic subsidiaries. The company also entered into a Registration Rights Agreement requiring it to register these notes for resale within a specified timeframe, with provisions for additional interest payments should these obligations not be met. These actions represent a substantial refinancing and restructuring of the company's debt obligations.

Key Highlights

  • 1Repurchased approximately $968 million of 7.75% Senior Subordinated Notes due 2014.
  • 2Received requisite consents to amend indentures governing the 2014 Notes, eliminating substantially all restrictive covenants and certain events of default.
  • 3Issued $1.55 billion aggregate principal amount of new 7.75% Senior Subordinated Notes due 2018 in a private offering.
  • 4The new 2018 Notes are guaranteed on a senior subordinated unsecured basis by TransDigm Group and certain subsidiaries.
  • 5Entered into a Registration Rights Agreement for the 2018 Notes, obligating TransDigm to register the notes for resale.
  • 6Failure to meet registration requirements for the 2018 Notes could result in additional interest payments.
  • 7The transactions indicate a significant refinancing and debt maturity extension strategy by TransDigm.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce and provide details regarding significant debt financing transactions undertaken by TransDigm Group Inc. (TDG). These included the repurchase of existing debt and the issuance of new debt.

TransDigm repurchased approximately $968 million of its 7.75% Senior Subordinated Notes due 2014. This repurchase also involved amending the terms of the related indentures, which led to the elimination of most restrictive covenants and certain events of default, providing TransDigm with greater financial flexibility.

TransDigm issued $1.55 billion of 7.75% Senior Subordinated Notes due 2018. These notes were issued in a private offering and mature on December 15, 2018. They are guaranteed by TransDigm Group and its wholly-owned domestic subsidiaries, but are subordinated to existing and future senior debt.

The Registration Rights Agreement requires TransDigm to register the newly issued 2018 Notes for resale by their holders with the SEC. If TransDigm fails to meet specific deadlines for filing and effectiveness of the registration statements, it will be obligated to pay additional interest on the 2018 Notes, up to a maximum of 1.0% per annum. This agreement is designed to provide liquidity to the holders of the 2018 Notes.