8-KMaterial AgreementsFinancial EventsExhibits & Filings

TransDigm Group INC 8-K Report, Material Agreement (Sep 23, 2011)

Filed September 23, 2011For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) has filed an 8-K report detailing material definitive agreements entered into on September 22, 2011, primarily related to its previously disclosed acquisition of Schneller Holdings LLC. The key event is the execution of a First Supplemental Indenture and several Joinder Agreements that formally incorporate the Schneller entities into TDG's existing debt structures. These filings confirm that the Schneller Entities have agreed to guarantee all indebtedness of TransDigm outstanding under the December 14, 2010, Indenture. Furthermore, through Joinder Agreements to the 2010 and 2011 Senior Secured Credit Facilities, the Schneller Entities are now recognized as 'Loan Parties' and 'Loan Guarantors,' and as 'Grantors' under the Guarantee and Collateral Agreement. This action effectively consolidates the debt obligations and collateral backing across the acquired business and the parent company, providing a clearer picture of the company's financial leverage post-acquisition.

Key Highlights

  • 1TDG entered into a First Supplemental Indenture on September 22, 2011, to its December 14, 2010, Indenture, incorporating Schneller Holdings LLC and its subsidiaries.
  • 2The Schneller Entities (Schneller Holdings LLC, Schneller LLC, and Schneller International Sales Corp.) have agreed to guarantee all of TransDigm's indebtedness outstanding under the existing Indenture.
  • 3Joinder Agreements were executed on September 22, 2011, to TDG's 2010 and 2011 Senior Secured Credit Facilities, formalizing the Schneller Entities' obligations.
  • 4The Schneller Entities are now considered 'Loan Parties' and 'Loan Guarantors' under the credit facilities.
  • 5The Schneller Entities are also designated as 'Grantors' under the Guarantee and Collateral Agreement, pledging assets as collateral.
  • 6These agreements are a direct result of and consummation step for the acquisition of Schneller Holdings LLC, previously announced on August 31, 2011.
  • 7The filing confirms the creation of direct financial obligations for the Schneller entities related to the company's credit facilities and indenture.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the material definitive agreements entered into by TransDigm Group (TDG) on September 22, 2011. These agreements formalize the inclusion of the recently acquired Schneller Entities into TDG's existing debt and guarantee structures.

The acquisition of Schneller Holdings LLC has led to the Schneller Entities becoming guarantors of TransDigm's existing indebtedness under its senior secured credit facilities and its December 14, 2010, Indenture. This means the acquired entity's assets and liabilities are now integrated into TDG's overall financial obligations and collateral arrangements.

'Loan Parties' and 'Loan Guarantors' refer to entities that are responsible for repaying the debt under the credit facilities and guaranteeing that debt. 'Grantors' are entities that pledge their assets as collateral to secure the debt. By becoming Loan Parties, Loan Guarantors, and Grantors, the Schneller Entities are now fully integrated into TDG's secured borrowing framework.

This filing does not indicate new borrowing. Instead, it confirms the assumption of guarantee obligations and collateral pledging by the acquired Schneller Entities related to TransDigm's existing debt under the specified Indenture and Credit Facilities.