8-KRegulation FDOther EventsExhibits & Filings

TransDigm Group INC 8-K Report, Regulation FD Disclosure (May 1, 2018)

Filed May 1, 2018For Securities:TDG

Summary

TransDigm Group Inc. (TDG) filed an 8-K on May 1, 2018, primarily to disclose details regarding a proposed $500 million offering of senior subordinated notes due 2026 by its subsidiary, TransDigm UK Holdings plc. These proceeds, along with the 2018 Credit Facility Transactions which include incurring additional term loans and repricing existing ones, are intended to replenish cash used for recent acquisitions, specifically the Kirkhill elastomers business and Extant Components Group Holding, Inc. The remaining funds will be utilized for general corporate purposes, potentially including future acquisitions, dividends, or stock repurchases. In conjunction with these financing activities, TransDigm also provided pro forma financial information for the twelve months ended December 30, 2017, indicating pro forma net sales of $3,621.9 million and pro forma EBITDA As Defined of $1,767.0 million. This filing also disclosed ongoing litigation, including a consolidated securities class action and a shareholder derivative action, related to alleged business practices concerning sales to the U.S. government. While the company intends to vigorously defend these claims and believes they will not have a material adverse impact, it acknowledges the difficulty in predicting outcomes or potential losses.

Key Highlights

  • 1Proposed $500 million offering of senior subordinated notes due 2026 by TransDigm UK Holdings plc.
  • 2Proceeds from the note offering and 2018 Credit Facility Transactions to fund recent acquisitions (Kirkhill and Extant) and for general corporate purposes.
  • 3Disclosure of 2018 Credit Facility Transactions including $700 million in additional tranche E term loans and repricing of existing term loans.
  • 4Pro forma net sales of $3,621.9 million and pro forma EBITDA As Defined of $1,767.0 million for the twelve months ended December 30, 2017.
  • 5Information regarding the acquisition of the Kirkhill elastomer business in March 2018, with management expecting it to be a positive contributor after integration.
  • 6Disclosure of ongoing consolidated securities class action and shareholder derivative litigation.
  • 7TransDigm's intent to vigorously defend litigation and belief in no material adverse impact, though potential outcomes are uncertain.

Frequently Asked Questions

The primary purpose of the $500 million senior subordinated notes offering is to replenish cash used to fund the acquisitions of the Kirkhill elastomers business and Extant Components Group Holding, Inc. Any remaining proceeds will be used for general corporate purposes, including potential future acquisitions, dividends, or stock repurchases.

The 2018 Credit Facility Transactions involve incurring $700 million in additional tranche E term loans, repricing existing tranche E and tranche F term loans, and extending the existing revolving credit facility to December 2022. These actions are being taken with existing and new lenders under the senior secured credit facilities.

TransDigm Group intends to vigorously defend against the consolidated securities class action and shareholder derivative lawsuit. The company believes these matters are without merit and that it has sufficient insurance coverage, therefore not expecting a material adverse impact on its financial condition or results of operations. However, due to the preliminary nature of the litigation, predicting the likelihood of an adverse outcome or estimating potential loss is difficult.

Although management could not estimate the exact impact of Kirkhill on prior period EBITDA due to its distressed nature, they anticipate that once fully integrated into TransDigm's business model, Kirkhill will become a positive contributor to the company's EBITDA As Defined.