Summary
TransDigm Group Incorporated (TDG) filed an 8-K on October 9, 2012, to announce its intention to consider offering up to $500 million in senior subordinated notes. This potential offering is contingent upon receiving necessary consents from lenders for a proposed amendment to its senior secured credit facilities. The company plans to use the proceeds, in whole or in part, to fund a special dividend to shareholders.
Key Highlights
- 1Potential offering of up to $500 million in senior subordinated notes.
- 2Offering is subject to market conditions and lender consents.
- 3Proceeds intended to fund a special dividend.
- 4This is a Regulation FD Disclosure, meaning the information is not deemed 'filed' for certain legal purposes but is being disclosed publicly.
- 5The company is seeking consent for amendments to its senior secured credit facilities.
- 6The press release detailing this information is furnished as Exhibit 99.1.
Frequently Asked Questions
The main purpose of this 8-K filing is to publicly announce TransDigm's intention to explore issuing up to $500 million in senior subordinated notes and its plan to potentially use the proceeds for a special dividend.
The offering is contingent on market conditions and, importantly, on TransDigm receiving the required consents from its lenders for a previously announced amendment to its senior secured credit facilities.
The company expects to use all or a portion of the proceeds from the note offering to pay a special dividend to its shareholders.
This means the information is being disclosed simultaneously to all investors, preventing selective disclosure. However, for purposes of Section 18 of the Securities Exchange Act of 1934, this information is not considered 'filed', which has certain legal implications regarding liability for misstatements or omissions.