Transdigm Group Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Completed Financing Summary
On April 17, 2026, TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated (“TransDigm Group”), completed the previously announced offerings of an incremental $1,500 million of new debt, consisting of an additional $500 million of 6.125% Senior Subordinated Notes maturing July 31, 2034 (the “New Notes”) and $1,000 million of additional tranche N term loans (the “New Term Loans”) maturing February 13, 2033.
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. and (ii) approximately $800 million of common share repurchases completed in March 2026, and for related transaction fees and expenses.
Subordinated Notes Indenture and Supplemental Indenture
On April 17, 2026, TransDigm Inc. issued $500 million in aggregate principal amount of the New Notes at an issue price of 100.375% of the principal amount thereof, plus accrued interest from February 13, 2026, in a private offering pursuant to a confidential offering memorandum to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act.
The New Notes were issued pursuant to an indenture, dated as of February 13, 2026 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of April 17, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among TransDigm Inc., as issuer, TransDigm Group and the subsidiaries of TransDigm Inc. party thereto, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The New Notes are an additional issuance of the $1,200 million aggregate principal amount of TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034 that were previously issued pursuant to the Base Indenture on February 13, 2026 (the “Initial Notes” and, collectively with the New Notes, the “Notes”). The New Notes are 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 Notes bear interest at the rate of 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.
TransDigm Inc. may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If TransDigm Group or TransDigm Inc. experiences specific kinds of changes in control or TransDigm Group or any of its restricted subsidiaries sells certain of its assets, then TransDigm Inc. must offer to repurchase the Notes on the terms set forth in the Indenture.
The Notes are TransDigm Inc.’s senior subordinated obligations. The Notes are guaranteed, with certain exceptions, on a senior subordinated basis by TransDigm Group and each of TransDigm Inc.’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm Inc.’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm Inc. or any of the guarantors in an aggregate principal amount of at least $200 million. The Notes and the related guarantees rank junior in right of payment with all of TransDigm Inc.’s and the guarantors’ existing and future senior indebtedness, equally in right of payment to any of TransDigm Inc.’s and the guarantors’ existing and future senior subordinated indebtedness, senior in right of payment to any of TransDigm Inc.’s and the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and related guarantees, and structurally subordinated to all of the liabilities of TransDigm Inc.’s non-guarantor subsidiaries.
The Indenture contains certain covenants that, among other things, limit TransDigm Inc.’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets, incur or suffer to exist liens securing indebtedness and engage in certain business activities. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to TransDigm Inc., all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all Notes to be due and payable immediately.
The above summary of the Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.3, respectively, and are incorporated herein by reference.
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Credit Agreement Amendment
On April 17, 2026, TransDigm Inc., TransDigm Group and certain subsidiaries of TransDigm Inc. entered into Amendment No. 21 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which TransDigm Inc., among other things, incurred $1,000 million of the New Term Loans. The New Term Loans bear interest at a rate of Term SOFR plus an applicable margin of 2.50%. Original issue discount of 0.125% was paid to lenders of the New Term Loans. The other terms and conditions that apply to the New Term Loans are substantially the same as the terms and conditions that apply to the other term loans outstanding under the Credit Agreement. The New Term Loans were fully drawn on April 17, 2026.
The Credit Agreement Amendment amends that certain Second Amended and Restated Credit Agreement, dated June 4, 2014, as amended, with Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders named therein (the “Credit Agreement”).
The above summary of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| * | Certain exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TransDigm Group hereby undertakes to furnish on a supplemental basis a copy of any omitted exhibit upon request by the Securities and Exchange Commission. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Sarah Wynne | |
| Name: | Sarah Wynne | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |
Dated: April 17, 2026
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