8-KRegulation FDExhibits & Filings

TransDigm Group INC 8-K Report, Regulation FD Disclosure (Feb 1, 2019)

Filed February 1, 2019For Securities:TDG

Summary

TransDigm Group Inc. (TDG) filed an 8-K on February 1, 2019, to disclose details regarding significant debt offerings and their intended use. The company announced plans for concurrent offerings of $550 million in senior subordinated notes and $200 million in senior secured notes. These offerings are in addition to a previously agreed-upon sale of $3.8 billion in senior secured notes. The primary purpose of these debt financings is to support two key strategic initiatives. The proceeds from the senior subordinated notes will be used to redeem outstanding 5.50% Senior Subordinated Notes due 2020. More significantly, the net proceeds from the senior secured notes offerings will fund the acquisition of Esterline Technologies Corporation. This acquisition marks a material expansion for TransDigm, and the successful completion of these debt offerings is crucial for its execution.

Key Highlights

  • 1TransDigm is conducting concurrent offerings of $550 million in senior subordinated notes and $200 million in senior secured notes.
  • 2These new debt offerings are in addition to a previously announced $3.8 billion in senior secured notes.
  • 3The company plans to use proceeds from the senior subordinated notes to redeem its 5.50% Senior Subordinated Notes due 2020.
  • 4The primary use of proceeds for the senior secured notes is to fund the acquisition of Esterline Technologies Corporation.
  • 5The offerings are being conducted as private placements under Rule 144A and Regulation S.
  • 6The offerings of senior subordinated notes and senior secured notes are not contingent upon each other.
  • 7There is no assurance that the offerings will be consummated.

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