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Item 7.01.
Regulation
FD Disclosure.
Pricing of $550 Million Senior Secured Notes Offering
On March 14, 2024, TransDigm Group Incorporated (“TransDigm Group”) priced the previously announced offering of $550 million aggregate principal amount of additional 6.375% Senior Secured Notes due 2029 (the “New Secured Notes”) pursuant to a confidential offering memorandum in a private placement in accordance with Rule 144A and Regulation S under the Securities Act of 1933 (the “Securities Act”) by TransDigm Inc., its wholly-owned subsidiary. The New Secured Notes will be issued at a price of 99.750% of their principal amount plus accrued interest from February 27, 2024. The offering of the New Secured Notes is expected to close on March
22, 2024, subject to customary closing conditions. The New Secured Notes will be guaranteed by TransDigm Group and certain of TransDigm Inc.'s direct and indirect subsidiaries. As previously announced, TransDigm Inc. issued $2,200 million aggregate principal amount of 6.375% Senior Secured Notes due 2029 on February 27, 2024 (the “Initial Secured Notes”). The New Secured Notes will be an additional issuance of the Initial Secured Notes, and the New Secured Notes will be of the same class and series as, and otherwise identical to, the Initial Secured Notes, other than with respect to the date of issuance and issue price.
The New Secured Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the
exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The New Secured Notes and the related guarantees have not been (and will not be) registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities or blue sky laws and foreign securities laws.
Use of Proceeds
TransDigm Group intends to use the net proceeds of the offering of the New Secured Notes, together with cash on hand, to redeem all of TransDigm Inc.’s outstanding 7.500% Senior Subordinated Notes due 2027
(the “7.500% 2027 Subordinated Notes”) and to pay related fees and expenses.
* * * * *
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this Current Report on Form 8-K in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.
This Current Report on Form 8-K does not constitute a notice of redemption for the 7.500% 2027 Subordinated Notes.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in filings under the Securities Act.
Forward-Looking Statements
The statements in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties that could cause TransDigm Group’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited
to: TransDigm Group’s ability to successfully complete the offering of the New Secured Notes and the redemption of the 7.500% 2027 Subordinated Notes using the net proceeds of the offering of the New Secured Notes, together with cash on hand; the sensitivity of TransDigm Group’s business to the number of flight hours that TransDigm Group’s customers’ planes spend aloft and its customers’ profitability, both of which are affected by general economic conditions; supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; TransDigm Group’s indebtedness; current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary
goals or regulatory requirements; TransDigm Group’s reliance on certain customers; the United States defense budget and risks associated with being a government supplier, including government audits and investigations; failure to maintain government or industry approvals; risks related to changes in laws and regulations, including increases in compliance costs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with TransDigm Group’s international sales and operations; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and other reports that TransDigm Group or its subsidiaries
have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update any forward-looking statements contained in this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
