TransDigm Group Incorporated (“TransDigm Group”) (NYSE: TDG) announced today that on February 1, 2019, its wholly-owned subsidiary, TransDigm Inc., priced its concurrent private offerings of $550 million aggregate principal amount of 7.50% Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes”) and $200 million aggregate principal amount of 6.25% Senior Secured Notes due 2026 (the “Additional Secured Notes”), which are in addition to the $3.8 billion aggregate principal amount of 6.25% Senior Secured Notes due 2026 that TransDigm Inc. agreed to sell on January 30, 2019 (together with the Additional Secured Notes, the “Senior Secured Notes”; the Senior Secured Notes, together with the Senior Subordinated Notes, the “Notes”). The Senior Subordinated Notes will be issued at a price of 100% of their principal amount. The Additional Secured Notes will be issued at a price of 101% of their principal amount. The Notes will be guaranteed, with certain exceptions, by TransDigm Group, TransDigm UK Holdings plc and all of TransDigm Inc.’s existing and future U.S. subsidiaries on a senior subordinated basis or senior secured basis, as applicable. Each of the offerings is expected to close on February 13, 2019, subject to customary closing conditions.
TransDigm Inc. intends to use the net proceeds from the offering of the Senior Subordinated Notes, along with cash on hand, to redeem all of its outstanding 5.50% Senior Subordinated Notes due 2020.
TransDigm Inc. intends to use the net proceeds from the offerings of the Senior Secured Notes to fund the purchase price for its acquisition (the “Esterline Acquisition”) of all of the outstanding stock of Esterline Technologies Corporation (“Esterline”).
All $4.0 billion aggregate principal amount of the Senior Secured Notes will constitute a single class of notes and will be issued under a single indenture to be entered into on or about February 13, 2019. All of the Senior Secured Notes will be subject to a special mandatory redemption at a redemption price of 100% of the issue price of the Notes, plus accrued and unpaid interest, if (a) the Esterline Acquisition is not consummated, or the purchase agreement for the Esterline Acquisition is terminated, on or prior to the later of October 9, 2019 and the End Date (as defined in the merger agreement for the Esterline Acquisition) or (b) TransDigm Inc. notifies the trustee in writing, or otherwise announces, that it will not pursue the consummation of the Esterline Acquisition.
The offerings of the Senior Subordinated Notes and the Senior Secured Notes are not contingent upon each other and there can be no assurance that the offerings will be consummated or otherwise completed.
The Notes and related guarantees were offered only to 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 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 the Securities Act, applicable state securities or blue sky laws and foreign securities laws.
This press release 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 press release 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.
SOURCE TransDigm Group Incorporated
