8-KRegulation FD

TransDigm Group INC 8-K Report, Regulation FD Disclosure (Sep 5, 2024)

Filed September 5, 2024For Securities:TDG

Summary

TransDigm Group Inc. announced on September 5, 2024, the pricing of a $1.5 billion offering of 6.00% Senior Secured Notes due 2033. These notes are being offered to qualified institutional buyers and certain non-U.S. persons and are expected to close on September 19, 2024. The primary purpose of this debt offering, along with concurrent new term loans and existing cash, is to fund a significant special cash dividend to its common stockholders, estimated to be between $3.5 billion and $4.5 billion. Additionally, proceeds will be used for dividend equivalent payments on stock options and associated transaction costs.

Key Highlights

  • 1Pricing of $1.5 billion in 6.00% Senior Secured Notes due 2033.
  • 2Offering expected to close on September 19, 2024, subject to customary conditions.
  • 3Primary use of proceeds is to fund a special cash dividend to common stockholders ($3.5 billion - $4.5 billion range).
  • 4Secondary uses include dividend equivalent payments on stock options and transaction expenses.
  • 5Notes offered to Qualified Institutional Buyers (Rule 144A) and Non-U.S. Persons (Regulation S).
  • 6Financing also involves a new tranche L term loan and cash on hand.
  • 7The company highlights various risks including economic conditions, supply chain, raw material costs, acquisitions, indebtedness, geopolitical events, and regulatory changes.

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