Item 7.01. Regulation FD Disclosure.
On May 1, 2018, TransDigm Group Incorporated (TransDigm Group) issued a press release (the Launch Press Release)
relating to the proposed offering of $500 million aggregate principal amount of senior subordinated notes due 2026 (the Notes) by TransDigm UK Holdings plc, its wholly-owned subsidiary (the Company), pursuant to a
confidential offering memorandum (the Offering Memorandum) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the Securities Act). A copy of the Launch Press Release is furnished as Exhibit
99.1 to this Current Report on Form
8-K.
In the Offering Memorandum, the TransDigm Group
discloses that it expects to (i) incur $700 million in additional tranche E term loans, (ii) reprice its existing tranche E term loans and tranche F term loans and (iii) extend its existing revolving credit facility to December
2022 (collectively, the 2018 Credit Facility Transactions), in each case from existing and new lenders under the senior secured credit facilities. In connection with the 2018 Credit Facility Transactions, TransDigm Group may also make
certain other modifications to the terms of the senior secured credit facilities.
In the Offering Memorandum, the TransDigm Group
discloses pro forma net sales and pro forma EBITDA As Defined of $3,621.9 million and $1,767.0 million, respectively, for the twelve months ended December 30, 2017. These amounts reflect the TransDigm Groups estimates that if
certain transactions, including the Extant Acquisition (as defined below), had closed at the beginning of that period, the transactions would have contributed additional net sales and EBITDA As Defined of approximately $83.7 million and
$36.1 million, respectively, for the twelve-month period ended December 30, 2017. Due to the unique nature of the TransDigm Groups previously announced acquisition of the Kirkhill elastomer business (Kirkhill), which the
TransDigm Group purchased as a distressed asset in March 2018, management is currently unable to estimate the impact Kirkhill would have had on the Companys EBITDA As Defined for the last twelve months ended December 30, 2017. While
management believes that Kirkhills EBITDA as a standalone business may have been negative for the last twelve months ended December 30, 2017, any such loss would have been immaterial to the Company on a consolidated basis. Once Kirkhill
is fully integrated into the Companys business model, management believes that it will be a positive contributor to the Companys EDITDA As Defined. The reconciliation of net income to EBITDA, EBITDA As Defined and Pro Forma EBITDA As
Defined is furnished as Exhibit 99.2 to this Current Report on Form
8-K.
In the Offering
Memorandum, the Company discloses that the TransDigm Group and certain of its current or former officers and directors are defendants in a consolidated securities class action captioned
In re TransDigm Group, Inc. Securities Litigation
, Case
No. 1:17-cv-01677-DCN
(N.D. Ohio). The cases were originally filed on August 10, 2017 and September 18, 2017, and were
consolidated on December 5, 2017. A consolidated amended complaint was filed on February 16, 2018. The plaintiffs allege that the defendants made false or misleading statements with respect to, or failed to disclose, the impact of certain
alleged business practices in connection with sales to the U.S. government on the TransDigm Groups growth and profitability. The plaintiffs assert claims under Section 10(b) of the Securities Exchange Act of 1934 (the Exchange
Act) and Rule
10b-5
promulgated thereunder and Section 20(a) of the Exchange Act, and seek unspecified monetary damages and other relief. In addition, the TransDigm Group, as nominal defendant, and
certain of its current or former officers and directors are defendants in a shareholder derivative action captioned
Sciabacucchi v. Howley et al
., Civil Action No.
1:17-cv-1971
(N.D. Ohio). The case was filed on September 19, 2017. The plaintiffs allege breach of fiduciary duty and other claims arising out of substantially the
same actions or inactions alleged in the securities class action described above. This action has been stayed pending the outcome of an anticipated motion to dismiss on the securities class action. Although the TransDigm Group is only a nominal
defendant in the derivative action, it could have indemnification obligations and/or be required to advance the costs and expenses of the officer and director defendants in the action. The TransDigm Group intends to vigorously defend these matters
and believes they are without merit. The TransDigm Group also believes it has sufficient insurance coverage available for these matters. Therefore, the TransDigm Group does not expect these matters to have a material adverse impact on its financial
condition or results of operations. However, given the preliminary status of the litigation, it is difficult to predict the likelihood of an adverse outcome or estimate a range of any potential loss.
The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States
without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Neither the Launch Press Release nor this Current Report on Form
8-K
constitutes an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
TransDigm Group intends to use the net proceeds from the offering of the Notes and the 2018
Credit Facility Transactions to replenish the cash used to fund the purchase price for its acquisitions of the Kirkhill elastomers business and Extant Components Group Holding, Inc. This cash and the remainder of the net proceeds with be used for
general corporate purposes, including potential future acquisitions, dividends or repurchases under its stock repurchase program.
The
information in this Item 7.01 to Current Report on Form
8-K
and in the Launch Press Release 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.