8-KMaterial AgreementsFinancial EventsExhibits & Filings

TransDigm Group INC 8-K Report, Material Agreement (Dec 12, 2011)

Filed December 12, 2011For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) has filed an 8-K report on December 12, 2011, detailing its acquisition of Harco Laboratories, Incorporated. This acquisition, completed on December 9, 2011, is a significant event for investors as it signifies the company's ongoing growth strategy through strategic M&A activities. The report also outlines the necessary financial arrangements to integrate Harco into TransDigm's existing debt structure. This includes a Second Supplemental Indenture to an existing note agreement, where Harco assumes guarantees for TransDigm's outstanding indebtedness. Additionally, Harco has entered into Joinder Agreements for both the 2010 and 2011 Senior Secured Credit Facilities, making it a Loan Party and Guarantor under these credit arrangements. These actions indicate a material change in the company's financial obligations and operational structure following the acquisition.

Key Highlights

  • 1TransDigm Group Incorporated acquired Harco Laboratories, Incorporated on December 9, 2011.
  • 2The acquisition is classified as a material definitive agreement.
  • 3Harco Laboratories, Incorporated has been added as a guarantor to TransDigm's existing Indenture, as per a Second Supplemental Indenture.
  • 4Harco Laboratories, Incorporated has executed Joinder Agreements to become a Loan Party and Guarantor under TransDigm's 2010 and 2011 Senior Secured Credit Facilities.
  • 5These agreements are effective as of December 9, 2011.
  • 6The filing also incorporates the information regarding the creation of direct financial obligations by Harco under these agreements.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the material definitive agreement regarding TransDigm Group's acquisition of Harco Laboratories, Incorporated, and the subsequent financial arrangements and obligations undertaken by Harco.

Harco Laboratories, Incorporated has become a guarantor of TransDigm's existing indebtedness under the Indenture and has also joined TransDigm's 2010 and 2011 Senior Secured Credit Facilities as a Loan Party and Guarantor. This integrates Harco into TransDigm's existing debt and credit arrangements.

By becoming a 'Loan Party' and 'Guarantor,' Harco Laboratories, Incorporated assumes responsibility for TransDigm's obligations under the specified credit facilities. This strengthens the collateral and guarantees supporting those credit facilities for the lenders.

The filing indicates that Harco is now obligated under the terms of TransDigm's existing Indenture and its senior secured credit facilities, effectively adding its financial commitments to these arrangements. The specific terms are detailed in the referenced Supplemental Indenture and Joinder Agreements.