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.