8-KRegulation FDExhibits & Filings

TransDigm Group INC 8-K Report, Regulation FD Disclosure (May 21, 2014)

Filed May 21, 2014For Securities:TDG

Summary

TransDigm Group Incorporated announced on May 21, 2014, a significant financing transaction through its wholly-owned subsidiary, TransDigm Inc. The company priced $2.350 billion in aggregate principal amount of senior subordinated notes, comprising $1.150 billion of 6.0% notes due 2022 and $1.200 billion of 6.5% notes due 2024. In addition to the note offering, TransDigm Inc. is contemplating a substantial dividend distribution to its common stockholders, potentially ranging from $900 million to $1.7 billion. To fund this dividend and related activities, the company anticipates incurring an additional $825 million in term loans under its senior secured credit facilities and drawing on its trade receivables securitization facility. This multi-faceted financing strategy indicates a significant capital return initiative to shareholders.

Key Highlights

  • 1Pricing of $2.350 billion in senior subordinated notes by TransDigm Inc.
  • 2Issuance includes $1.150 billion of 6.0% Senior Subordinated Notes due 2022
  • 3Issuance includes $1.200 billion of 6.5% Senior Subordinated Notes due 2024
  • 4Consideration of a shareholder dividend between $900 million and $1.7 billion
  • 5Anticipated incurrence of an additional $825 million in term loans
  • 6Expected borrowing under the company's trade receivables securitization facility
  • 7The information is disclosed via a press release furnished as an exhibit to the 8-K

Frequently Asked Questions

This 8-K filing is primarily to disclose the pricing of a significant debt offering by TransDigm's subsidiary and to announce potential actions related to shareholder returns, including a dividend.

TransDigm Inc. is raising $2.350 billion in aggregate principal amount of senior subordinated notes. This includes $1.150 billion of 6.0% Senior Subordinated Notes due 2022 and $1.200 billion of 6.5% Senior Subordinated Notes due 2024.

The company is considering a substantial dividend to common stockholders, potentially ranging from $900 million to $1.7 billion, which is being facilitated by this debt issuance and other financing activities.

No, the notes may not be offered or sold without registration under the Securities Act of 1933, unless an exemption applies or the transaction is not subject to registration requirements.