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On August 11, 2025, 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 $4,000 million of new debt. The offering is expected to be comprised of $1,500 million of new senior secured notes, $1,000 million of new senior subordinated notes and $1,500 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 a special cash dividend of approximately $4,300 million to the holders of its common stock and cash dividend equivalent payments on eligible vested options under its stock option plans.
$2,500 Million Notes Offerings
TransDigm Inc. is planning, subject to market and other conditions, to offer $1,500 million aggregate principal amount of senior secured notes (the "Secured Notes") and $1,000 million aggregate principal amount of senior subordinated notes (the "Subordinated Notes" and, together with the Secured Notes, the "Notes") pursuant to separate confidential offering memoranda in concurrent private placements 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. The closing of the offering of the Secured Notes is not conditioned on the closing of the offering of the Subordinated Notes, and the closing of the offering of the Subordinated Notes is not conditioned on the closing of the offering of the Secured Notes. The completion of each of the offerings of the Notes is subject to market and other conditions and there can be no assurance as to whether or when the offerings of the Notes may be completed, if at all.
$1,500 Million New Term Loans
Concurrently with the offerings 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. 18 and Incremental Term Loan Assumption Agreement (the "Credit Agreement Amendment"), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $1,500 million of new tranche M term loans. The closings of the offerings of the Notes are not conditioned on the closing of the Credit Agreement Amendment, and the closing of the Credit Agreement Amendment is not conditioned on the closings of the offerings 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.
Posted In: TDG
