Item 7.01. Regulation FD Disclosure.
On May 9, 2014, TransDigm Group Incorporated (the "Company") issued a press
release (the "May 9 Press Release") regarding the commencement by TransDigm
Inc., a wholly owned subsidiary of the Company, of a cash tender offer (the
"Tender Offer") for any and all of its outstanding 7.75% Senior Subordinated
Notes due 2018 (the "2018 Notes") and the announcement by TransDigm Inc. of a
concurrent consent solicitation for proposed amendments to the indenture, dated
as of December 14, 2010 (as amended, supplemented or otherwise modified through
the date hereof), among TransDigm Inc., the guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A., as trustee, under which the 2018
Notes were issued. The May 9 Press Release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
On May 12, 2014, the Company issued a press release (the "May 12 Press Release,"
together with the May 9 Press Release, the "Press Releases") regarding the
announcement by TransDigm Inc. of plans to amend its senior secured credit
facilities to permit, among other things, a special dividend in the range of
$900 million to $1.5 billion, to increase its existing senior secured term
facility by $625 million, to change certain ratios in its existing senior
secured credit facility and increase availability under its revolving credit
facility to $400 million. In addition to the $625 million of new term loans,
TransDigm Inc. may also seek to raise $2.35 billion of new subordinated debt.
TransDigm Inc. may also utilize approximately $200 million of its trade
receivables securitization facility. The May 12 Press Release is furnished as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
In connection with the announced plans to amend its senior secured credit
facilities, as described above, the Company plans to make a presentation to its
lenders, as further described in the May 12 Press Release. In that presentation,
the Company will disclose pro forma revenue and pro forma EBITDA As Defined of
$2,345 million and $1,025 million, respectively, for the twelve months ended
March 29, 2014. These amounts reflect the Company's estimates that if certain
acquisitions that closed in the twelve months ended March 29, 2014 had closed at
the beginning of that period, the transactions would have contributed additional
revenue and EBITDA As Defined of approximately $197 million and $38 million,
respectively, for the twelve-month period ended March 29, 2014.
The information in this Current Report on Form 8-K and in the Press Releases
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 of 1933. The information in this Current Report
on Form 8-K relating to the Press Releases shall, however, be deemed to be
incorporated by reference into the Offer to Purchase and Consent Solicitation
relating to the Tender Offer and in any offering documents related to the
subordinated debt referred to above.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K:
99.1 Press Release, dated May 9, 2014.
99.2 Press Release, dated May 12, 2014.