Transdigm Group Incorporated
09/14/2026 | Press release | Distributed by Public on 09/14/2026 14:44
Regulation FD Disclosure (Form 8-K)
| Item 7.01. | Regulation FD Disclosure. |
Pricing of $3,000 Million Senior Secured Notes Offering
On September 14, 2026, TransDigm Group Incorporated ("TransDigm Group") announced that its wholly-owned subsidiary, TransDigm Inc. (the "Issuer") priced the previously announced offering of $3,000 million aggregate principal amount of 6.75% Senior Secured Notes due 2035 (the "Notes"), which was increased from the previously announced initial $2,500 million, pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed by TransDigm Group and certain of the Issuer's direct and indirect subsidiaries. The Notes will be issued at 100.00% of their principal amount. The offering of the Notes is expected to close on September 28, 2026, subject to customary closing conditions.
TransDigm Group intends to use the net proceeds of the offering of the Notes to repurchase all of the Issuer's outstanding 6.75% Senior Secured Notes due 2028 (the "2028 Secured Notes") pursuant to a concurrent tender offer that launched on September 14, 2026, as previously announced, and for general corporate purposes.
The 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 of 1933 (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 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.
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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.
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.
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