Summary
TransDigm Group Inc. (TDG), through its wholly-owned subsidiary TransDigm Inc., has issued an additional $300 million aggregate principal amount of 6.500% Senior Subordinated Notes due 2025. These notes are an add-on to the existing notes issued in May 2015, and they will be treated as a single class under the existing indenture. The issuance was conducted via a private offering to qualified institutional buyers and persons outside the United States. The primary purpose of this filing is to report the material definitive agreement related to the issuance of these new notes. The company has also entered into a registration rights agreement, which obligates TransDigm to file for an exchange offer registration statement within 210 days and have it declared effective within 300 days to allow for the exchange of these restricted notes for freely tradable notes. Failure to meet these deadlines could result in additional interest payments.
Key Highlights
- 1TransDigm issued an additional $300 million of 6.500% Senior Subordinated Notes due 2025.
- 2The new notes are fungible with the existing $450 million of 6.500% Senior Subordinated Notes due 2025.
- 3The issuance was conducted as a private placement under Rule 144A and Regulation S.
- 4A registration rights agreement was executed, requiring an exchange offer for registered notes within specified timelines.
- 5Failure to complete the exchange offer or register the notes could trigger additional interest payments up to 1.0% per annum.
- 6The new notes are subordinated debt and are guaranteed on a senior subordinated unsecured basis by the parent company and domestic subsidiaries.
- 7The indenture includes covenants that restrict the company's ability to incur additional debt, pay dividends, make investments, and engage in certain other transactions.