Transdigm Group Incorporated
02/09/2026 | Press release | Distributed by Public on 02/09/2026 08:20
Regulation FD Disclosure (Form 8-K)
| Item 7.01. | Regulation FD Disclosure. |
On February 9, 2026, TransDigm Group Incorporated ("TransDigm Group") announced that its wholly-owned subsidiary, TransDigm Inc., is planning, subject to market and other conditions, to offer an incremental $2,000 million of new debt. The offering is expected to be comprised of $1,000 million of new senior subordinated notes and $1,000 million of new term loans to be launched concurrently.
TransDigm Group intends to use the net proceeds of the incremental debt, together with 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.
$1,000 Million Senior Subordinated Notes Offering
TransDigm Inc. is planning, subject to market and other conditions, to offer $1,000 million aggregate principal amount of senior subordinated notes (the "Notes") pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the "Securities Act"). The Notes will be guaranteed by TransDigm Group and certain of TransDigm Inc.'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, 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.
$1,000 Million New Term Loans
Concurrently with 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 $1,000 million of new tranche N term loans. The closing of the offering of the 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 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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