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TransDigm Group INC 8-K Report, Material Agreement (Jun 11, 2013)

Filed June 11, 2013For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) announced the completion of a significant acquisition through its wholly-owned subsidiary, TransDigm Inc. On June 5, 2013, the company acquired all outstanding capital stock of Arkwin Industries, Inc. for a total cash consideration of $286 million, subject to post-closing adjustments. Arkwin specializes in the design, engineering, manufacturing, and support of hydraulic components for both civil and military aircraft, a strategic addition that aligns with TransDigm's focus on the aerospace and defense sectors. In conjunction with this acquisition, TransDigm Group executed several material definitive agreements. These include supplemental indentures for its 2018 and 2020 notes, where Arkwin agreed to guarantee TransDigm's existing indebtedness under these notes. Additionally, Arkwin became a Loan Party and Subsidiary Guarantor under TransDigm's Senior Secured Credit Facility via Joinder Agreements. These actions strengthen the company's financial structure post-acquisition and integrate Arkwin into TransDigm's existing debt obligations and credit facilities.

Key Highlights

  • 1Acquisition of Arkwin Industries, Inc. completed for $286 million in cash on June 5, 2013.
  • 2Arkwin Industries designs, engineers, manufactures, and supports hydraulic components for civil and military aircraft.
  • 3Arkwin will guarantee TransDigm's existing indebtedness under the 2018 Notes Indenture through a Fifth Supplemental Indenture.
  • 4Arkwin will guarantee TransDigm's existing indebtedness under the 2020 Notes Indenture through a First Supplemental Indenture.
  • 5Arkwin has become a 'Loan Party' and 'Subsidiary Guarantor' under TransDigm's Senior Secured Credit Facility.
  • 6The acquisition is expected to expand TransDigm's product portfolio within the aerospace and defense markets.
  • 7The transaction involved multiple supplemental indentures and joinder agreements to integrate Arkwin's financial obligations.

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