Transdigm Group Incorporated
04/15/2026 | Press release | Distributed by Public on 04/15/2026 05:15
Regulation FD Disclosure (Form 8-K)
| Item 7.01. | Regulation FD Disclosure. |
On April 14, 2026, TransDigm Group Incorporated ("TransDigm Group") priced an incremental $1,500 million of new debt. TransDigm Group intends to use the net proceeds of the incremental debt, together with cash on hand, to fund (i) the purchase price of the previously announced and expected acquisition of Stellant Systems, Inc. (the "Acquisition") and (ii) approximately $800 million of common share repurchases completed in March 2026, and for related transaction fees and expenses.
$500 Million Senior Subordinated Notes Offering Pricing
TransDigm Group priced its offering of $500 million aggregate principal amount of additional 6.125% Senior Subordinated Notes due 2034 (the "New Notes") of TransDigm Inc., its wholly-owned subsidiary. The New Notes will be issued at a price of 100.375% of their principal amount plus accrued interest from February 13, 2026. The offering of the New Notes is expected to close on April 17, 2026, subject to customary closing conditions. The New Notes will be guaranteed by TransDigm Group and certain of TransDigm Inc.'s direct and indirect subsidiaries. As previously announced, TransDigm Inc. issued $1,200 million aggregate principal amount of 6.125% Senior Subordinated Notes due 2034 on February 13, 2026 (the "Initial Notes"). The New Notes will be an additional issuance of the Initial Notes, and the New Notes will be of the same class and series as, and otherwise identical to, the Initial Notes, other than with respect to the date of issuance and issue price.
The New Notes and related guarantees are being offered pursuant to a confidential offering memorandum 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 New 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.
$1,000 Million New Term Loans
As previously announced, concurrently with the closing of the offering of the New 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. 21 and Incremental Term Loan Assumption Agreement (the "Credit Agreement Amendment"), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $1,000 million of additional tranche N term loans with a maturity date in February 2033. The closing of the offering of the New Notes is not conditioned on the closing of the Credit Agreement Amendment, and the closing of the Credit Agreement Amendment is not conditioned on the closing of the offering of the New Notes. The completion of the Credit Agreement Amendment is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Amendment may be completed, if at all.
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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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