Transdigm Group Incorporated
02/11/2026 | Press release | Distributed by Public on 02/11/2026 05:45
Regulation FD Disclosure (Form 8-K)
| Item 7.01. | Regulation FD Disclosure. |
On February 10, 2026, TransDigm Group Incorporated ("TransDigm Group") priced an aggregate of $2,000 million of new debt. TransDigm Group intends to use the net proceeds of the new debt and cash on hand to fund the aggregate purchase price of the previously announced and expected acquisitions of (i) Stellant Systems, Inc. and (ii) Jet Parts Engineering and Victor Sierra Aviation Holdings (collectively, the "Acquisitions") and for related transaction fees and expenses.
$1,200 Million Senior Subordinated Notes Offering Pricing
TransDigm Group priced its offering of $1,200 million aggregate principal amount of 6.125% Senior Subordinated Notes due 2034 (the "Notes") of TransDigm Inc., its wholly-owned subsidiary (the "Issuer"). The Notes will be issued at 100% of their principal amount. The offering of the Notes is expected to close on February 13, 2026, subject to customary closing conditions. The Notes will be guaranteed by TransDigm Group and certain of the Issuer's direct and indirect subsidiaries.
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.
$800 Million New Term Loans
As previously announced, concurrently with the closing of the offering of the Notes, TransDigm Group expects to amend the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group, the subsidiaries of TransDigm Inc. party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders, by entering into an Amendment No. 20 and Incremental Term Loan Assumption Agreement (the "Credit Agreement Amendment"), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $800 million of new tranche N term loans with a maturity date in February 2033.
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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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