8-KRegulation FDExhibits & Filings

TransDigm Group INC 8-K Report, Regulation FD Disclosure (Apr 13, 2020)

Filed April 13, 2020For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) announced on April 13, 2020, through a press release, its intent to offer an additional $400 million in aggregate principal amount of 6.25% Senior Secured Notes due 2026. These new notes will be issued by its wholly-owned subsidiary, TransDigm Inc., as a further issuance under the existing indenture governing the initial $4,000 million of these notes. This offering, conducted as a private placement under Rule 144A and Regulation S, aims to raise additional capital. The new notes will be fungible with the existing notes, meaning they will be treated as a single class for all purposes under the indenture. Investors should note that these notes are not registered under the Securities Act and are subject to private placement restrictions.

Key Highlights

  • 1TransDigm announced a proposed offering of $400 million in 6.25% Senior Secured Notes due 2026.
  • 2The offering is an additional issuance under the existing indenture for the 6.25% Senior Secured Notes due 2026.
  • 3The new notes will be fungible with the existing notes, treated as a single class under the indenture.
  • 4The offering is being conducted as a private placement under Rule 144A and Regulation S.
  • 5The issuance is by TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated.
  • 6The notes are not registered under the Securities Act and have resale restrictions.

Frequently Asked Questions

This 8-K filing is primarily to disclose TransDigm Group's announcement regarding a proposed offering of additional Senior Secured Notes, as per Regulation FD disclosure rules.

TransDigm is looking to raise an additional $400 million in aggregate principal amount through this note offering.

Yes, the new notes are of the same class and series, identical to the existing 6.25% Senior Secured Notes due 2026, with the exception of the issuance date and price. They will be treated as a single class for all purposes under the indenture.

The notes are being offered through a confidential offering memorandum in a private placement under Rule 144A (for qualified institutional buyers) and Regulation S (for non-U.S. persons) of the Securities Act of 1933. They are not registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption.