CLEVELAND, May 25, 2016 /PRNewswire/ -- TransDigm Group
Incorporated ("TransDigm Group") (NYSE: TDG) announced today that
its wholly-owned subsidiary, TransDigm Inc. (the "Company"), is
planning, subject to market and other conditions, to offer
$950 million aggregate principal
amount of senior subordinated notes due 2026 (the "Notes") in a
private offering that is exempt from the registration requirements
of the Securities Act of 1933 (the "Securities Act"). It is
expected that the Notes will be guaranteed, with certain
exceptions, by TransDigm Group and certain of the Company's
existing and future domestic subsidiaries on a senior subordinated
basis.
Additionally, on or before the date of the closing of
TransDigm's acquisition of the stock of ILC Holdings, Inc., the
parent Company to Data Device Corporation (the "DDC Acquisition"),
TransDigm Inc. expects to enter into definitive documentation
pursuant to which, among other things, TransDigm Inc. will incur up
to $950 million in term loans, of
which, up to $450 million may take
the form of delayed draw term loans (the "Delayed Draw Term
Loans"), increase the commitments under the U.S. Dollar-denominated
tranche of its revolving credit facility by up to $50 million and extend the maturity date of its
revolving credit facility to February 28,
2020. Borrowings under the Delayed Draw Term Loans will be
conditioned upon, among other things, the closing of the DDC
Acquisition.
TransDigm Inc. intends to use a portion of the net proceeds from
the offering of the Notes and the term loans to fund the purchase
price for the DDC Acquisition and for general corporate purposes,
including potential future acquisitions or dividends.
$450 million in aggregate
principal amount of the Notes will be subject to a special partial
mandatory redemption at a redemption price of 100% of the issue
price of the Notes, plus accrued and unpaid interest, if (a) the
DDC Acquisition is not consummated, or the purchase agreement for
the DDC Acquisition is terminated, on or prior to October 22, 2016 or (b) TransDigm Inc. announces
that it will not pursue the consummation of the DDC
Acquisition.
This is not an offer to sell or the solicitation of an offer to
buy any securities. The Notes and related guarantees are being
offered only to 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 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 and applicable state
securities or blue sky laws and foreign securities laws.
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a
leading global designer, producer and supplier of highly engineered
aircraft components for use on nearly all commercial and military
aircraft in service today. Major product offerings, substantially
all of which are ultimately provided to end-users in the aerospace
industry, include mechanical/electro-mechanical actuators and
controls, ignition systems and engine technology, specialized pumps
and valves, power conditioning devices, specialized AC/DC electric
motors and generators, NiCad batteries and chargers, engineered
latching and locking devices, rods and locking devices, engineered
connectors and elastomers, cockpit security components and systems,
specialized cockpit displays, aircraft audio systems, specialized
lavatory components, seatbelts and safety restraints, engineered
interior surfaces and related components, lighting and control
technology, military personnel parachutes, high performance hoists,
winches and lifting devices, and cargo loading, handling and
delivery systems.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All forward-looking statements involve risks and
uncertainties that could cause TransDigm Group's actual results to
differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, TransDigm
Group. These risks and uncertainties include but are not limited
to: the sensitivity of our business to the number of flight hours
that our customers' planes spend aloft and our customers'
profitability, both of which are affected by general economic
conditions; future terrorist attacks; cyber-security risks and
natural disasters; our reliance on certain customers; the U.S.
defense budget and risks associated with being a government
supplier; failure to maintain government or industry approvals;
failure to complete or successfully integrate acquisitions; our
substantial indebtedness; potential environmental liabilities;
increases in costs that cannot be recovered in product pricing;
risks associated with our international sales and operations; and
other risk factors. Further information regarding the important
factors that could cause actual results to differ materially from
projected results can be found in TransDigm Group's Annual Report
on Form 10-K and other reports that TransDigm Group or its
subsidiaries have filed with the Securities and Exchange
Commission. Except as required by law, TransDigm Group undertakes
no obligation to revise or update any forward-looking statements
contained in this press release.
Contact:
Liza Sabol
Investor Relations
216-706-2945
ir@transdigm.com
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SOURCE TransDigm Group Incorporated