Summary
TransDigm Group Incorporated (TDG) filed an 8-K on May 20, 2014, to disclose its intention to offer $2.350 billion in senior subordinated notes. These notes will be issued by its wholly-owned subsidiary, TransDigm Inc., through a private placement under Rule 144A and Regulation S. The primary purpose of this offering, along with additional term loans and securitization proceeds, is to fund a significant dividend to shareholders, estimated between $900 million and $1.5 billion. The funds will also be used for dividend equivalent payments, to repurchase outstanding 7.75% Senior Subordinated Notes due 2018 via a tender offer, and for related transaction expenses and general corporate purposes.
Key Highlights
- 1Announces proposed offering of $2.350 billion in senior subordinated notes by TransDigm Inc.
- 2Offering is structured as a private placement under Rule 144A and Regulation S.
- 3A significant portion of the proceeds will fund a substantial dividend to common stockholders ($900 million to $1.5 billion).
- 4Intends to use funds to repurchase outstanding 7.75% Senior Subordinated Notes due 2018 through a tender offer.
- 5The offering is being supported by additional term loans and proceeds from a trade receivables securitization facility.
- 6Funds will also cover dividend equivalent payments and general corporate purposes.
- 7This 8-K primarily serves to disclose the offering details via an attached press release.