8-KRegulation FDExhibits & Filings

TransDigm Group INC 8-K Report, Regulation FD Disclosure (Jun 25, 2013)

Filed June 25, 2013For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) filed an 8-K on June 25, 2013, to disclose a significant financing event. The company's wholly-owned subsidiary, TransDigm Inc., is proposing to offer $500 million in aggregate principal amount of senior subordinated notes due 2021 through a private placement under Rule 144A and Regulation S. This offering is a key part of a larger financing strategy. The proceeds from these notes, along with $700 million in additional incremental term loans and existing cash, are intended to fund a substantial dividend to common stockholders, estimated to be between $1 billion and $1.8 billion. The company also plans to use these funds for related transaction expenses and general corporate purposes. This announcement signals a significant capital return to shareholders and a change in the company's capital structure.

Key Highlights

  • 1Proposed offering of $500 million in senior subordinated notes due 2021 by TransDigm Inc.
  • 2Notes offered via a private placement under Rule 144A and Regulation S.
  • 3Financing intended to fund a dividend to common stockholders in the range of $1 billion to $1.8 billion.
  • 4Additional $700 million in incremental term loans and cash on hand will also contribute to the dividend funding.
  • 5Proceeds will also cover transaction expenses and general corporate purposes.
  • 6The notes have not been registered under the Securities Act and are subject to restrictions on offer and sale in the U.S.
  • 7Information furnished under Regulation FD, not deemed 'filed'.

Frequently Asked Questions

This Form 8-K is primarily to disclose TransDigm Group's plan to issue $500 million in senior subordinated notes and to use the proceeds, along with other financing, to fund a substantial dividend to its common stockholders.

The company intends to fund a dividend in the range of $1 billion to $1.8 billion to common stockholders. This will be financed by the $500 million in notes, $700 million in new term loans, and cash on hand.

The senior subordinated notes are being issued by TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated.

No, the notes are being offered through a private placement under Rule 144A and Regulation S, meaning they are not publicly offered and are restricted to certain qualified investors. They have not been registered with the SEC.