Transdigm Group Inc - Statement of Ownership (SC 13G)
June 20 2008 - 10:20AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Information to be
Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
And (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
TRANSDIGM GROUP INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
893641100
(CUSIP Number)
June 13, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is Filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall
be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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1.
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NAME OF REPORTING PERSON
Berkshire Fund VII, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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2,108,066
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,108,066
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WITH
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,108,066
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.36%*
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12.
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TYPE OF REPORTING PERSON
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock
outstanding as of June 3, 2008, as provided in the Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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-2-
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1.
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NAME OF REPORTING PERSON
Berkshire Fund VII-A, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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394,109
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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394,109
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WITH
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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394,109
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.82%*
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12.
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TYPE OF REPORTING PERSON
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock outstanding as of June 3, 2008, as provided in the Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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-3-
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1.
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NAME OF REPORTING PERSON
Berkshire Investors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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5.
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SOLE VOTING POWER
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NUMBER OF
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44,498
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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44,498
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WITH
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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44,498
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.09%*
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12.
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TYPE OF REPORTING PERSON
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PN
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*
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Percentage calculations are based on the number of shares of Common
Stock outstanding as of June 3, 2008, as provided in the Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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-4-
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1.
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NAME OF REPORTING PERSON
Berkshire Investors III LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Massachusetts
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5.
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SOLE VOTING POWER
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NUMBER OF
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11,327
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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11,327
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WITH
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,327
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.02%*
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12.
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TYPE OF REPORTING PERSON
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock outstanding
as of June 3, 2008, as provided in the Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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-5-
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1.
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NAME OF REPORTING PERSON
Stockbridge Special Situations Fund, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5.
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SOLE VOTING POWER
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NUMBER OF
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55,530
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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55,530
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WITH
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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55,530
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.11%*
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12.
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TYPE OF REPORTING PERSON
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock outstanding as of June 3, 2008, as provided in the Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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-6-
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(a)
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Name of Issuer
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TransDigm Group Incorporated
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(b)
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Address of Issuers Principal Executive Offices
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1301 East 9th Street, Suite 3710
Cleveland, Ohio 44114
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(a)
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Name of Person Filing:
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Berkshire Fund VII, L.P. (Fund VII), Berkshire Fund VII-A, L.P. (Fund VII-A), Berkshire Investors LLC
(Investors), Berkshire Investors III LLC (Investors III) and Stockbridge Special Situations Fund, L.P.
(Stockbridge and, with Fund VII, Fund VII-A, Investors, and Investors III the Reporting Persons) are jointly
filing this Schedule 13G.
Seventh Berkshire Associates LLC, a Massachusetts limited liability company (7BA), is the general partner of Fund
VII and Fund VII-A. Stockbridge Associates LLC, a Delaware limited liability company (SA), is the general partner
of Stockbridge. The managing members of 7BA are Michael C. Ascione, Bradley M. Bloom, Jane Brock-Wilson, Kevin T.
Callaghan, J. Christopher Clifford, Carl Ferenbach, Christopher J. Hadley, Ross M. Jones, Lawrence S. Hamelsky,
Richard K. Lubin, David R. Peeler and Robert J. Small (the Berkshire Principals). The Berkshire Principals are
also the managing members of Investors, Investors III, and SA.
The Reporting Persons often make acquisitions in, and dispose of, securities of an issuer on the same terms and
conditions and at the same time. Based on the foregoing and the relationships described herein, these entities may
be deemed to constitute a group for purposes of Section 13(g)(3) of the Securities Exchange Act of 1934. The
filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have
agreed to act as a group.
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(b)
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Address of principal business office:
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The principal business address of each of the Reporting Persons is c/o Berkshire Partners LLC, One Boston Place,
Boston, MA 02108.
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(c)
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Citizenship:
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Fund VII, Fund VII-A and Stockbridge are organized under the laws of the State of Delaware. Investors and Investors
III are organized under the laws of the Commonwealth of Massachusetts.
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(d)
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Title of class of securities:
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-7-
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Common Stock.
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(e)
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CUSIP Number:
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893641100
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(a)
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Amount beneficially owned:
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Fund VII directly holds 2,108,066 shares of Common Stock. Accordingly, Fund VII has sole
voting power with respect to 2,108,066 shares of Common Stock and has sole dispositive power
with respect to 2,108,066 shares of Common Stock.
Fund VII-A directly holds 394,109 shares of Common Stock. Accordingly, Fund VII-A has sole
voting power with respect to 394,109 shares of Common Stock and has sole dispositive power
with respect to 394,109 shares of Common Stock.
Based on the immediately preceding paragraphs, as the sole general partner of Fund VII and
Fund VII-A, 7BA may be deemed to beneficially own the 2,502,175 shares of Common Stock held by
Fund VII and Fund VII-A. However, 7BA disclaims beneficial ownership of such shares of Common
Stock and the filing of this Statement shall not be construed as an admission that 7BA is, for
the purpose of Section 13(g) of the Exchange Act, the beneficial owner of such shares held by
Fund VII and Fund VII-A.
Investors owns 44,498 shares of Common Stock. Accordingly, Investors has sole voting power
with respect to 44,498 shares of Common Stock and has sole dispositive power with respect to
44,498 shares of Common Stock.
Investors III owns 11,327 shares of Common Stock. Accordingly, Investors has sole voting
power with respect to 11,327 shares of Common Stock and has sole dispositive power with
respect to 11,327 shares of Common Stock.
Stockbridge directly holds 55,530 shares of Common Stock. Accordingly, Stockbridge has sole
voting power with respect to 55,530 shares of Common Stock and has sole dispositive power with
respect to 55,530 shares of Common Stock.
Based on the immediately preceding paragraph, as the sole general partner of Stockbridge, SA
may be deemed to beneficially own 55,530 shares of Common Stock held by Stockbridge. However,
SA disclaims beneficial ownership of such shares of Common Stock and the filing of this
Statement shall not be construed as an admission that SA is, for the purpose of Section 13(g)
of the Exchange Act, the beneficial owner of such shares held by Stockbridge.
By virtue of their positions as managing members of 7BA, Investors, Investors III and SA, the
Berkshire Principals may be deemed to possess indirect beneficial ownership of the shares of
Common Stock beneficially owned by Fund
VII, Fund VII-A, Investors, Investors III and
Stockbridge. However, none of the Berkshire
-8-
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Principals, acting alone, has voting or
investment power with respect to shares beneficially owned by Fund VII, Fund VII-A, Investors,
Investors III or Stockbridge, and as a result, each Berkshire Principal disclaims beneficial
ownership of such shares of Common Stock.
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(b)
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Percent of class:
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Fund VII beneficially owns 4.36% of the Issuers Common Stock.
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Fund VII-A beneficially owns 0.82% of the Issuers Common Stock.
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Investors beneficially owns 0.09% of the Issuers Common Stock.
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Investors III beneficially owns 0.02% of the Issuers Common Stock.
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Stockbridge beneficially owns 0.11% of the Issuers Common Stock.
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Percentage calculations are based on 48,296,949 shares of Common Stock outstanding, which is
the number of shares of Common Stock outstanding as of June 3, 2008, as provided in the
Issuers Proxy Statement on Schedule 14A dated June 6, 2008.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Fund VII has the sole power to vote 2,108,066 shares
of the Issuers Common Stock.
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Fund VII-A has the sole power to vote 394,109 shares
of the Issuers Common Stock.
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Investors has the sole power to vote 44,498 shares of
the Issuers Common Stock.
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Investors III has the sole power to vote 11,327 shares
of the Issuers Common Stock.
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Stockbridge has the sole power to vote 55,530 shares
of the Issuers Common Stock.
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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Fund VII has the sole power to direct the disposition
of 2,108,066 shares of the Issuers Common Stock.
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Fund VII-A has the sole power to direct the
disposition of 394,109 shares of the Issuers Common
Stock.
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Investors has the sole power to direct the disposition
of 44,498 shares of the Issuers Common Stock.
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Investors III has the sole power to direct the
disposition of 11,327 shares of the Issuers Common
Stock.
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Stockbridge has the sole power to direct the
disposition of 55,530 shares of
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-9-
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the Issuers Common
Stock.
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of five percent or less of a class.
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Not Applicable.
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Item 6.
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Ownership of more than five percent on behalf of another person.
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Not Applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control
person.
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Not Applicable.
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Item 8.
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Identification and classification of members of the group.
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Not Applicable.
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Item 9.
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Notice of dissolution of group.
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Not Applicable.
Not Applicable.
-10-
Signature:
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
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BERKSHIRE FUND VII, L.P.
By: Seventh Berkshire Associates LLC,
its General Partner
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By:
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/s/ Christopher J. Hadley
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Name:
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Christopher J. Hadley
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Title:
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Managing Director
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BERKSHIRE FUND VII-A, L.P.
By: Seventh Berkshire Associates LLC,
its General Partner
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By:
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/s/ Christopher J. Hadley
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Name:
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Christopher J. Hadley
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Title:
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Managing Director
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BERKSHIRE INVESTORS LLC
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By:
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/s/ Christopher J. Hadley
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Name:
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Christopher J. Hadley
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Title:
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Managing Director
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BERKSHIRE INVESTORS III LLC
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By:
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/s/ Christopher J. Hadley
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Name:
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Christopher J. Hadley
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Title:
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Managing Director
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STOCKBRIDGE SPECIAL SITUATIONS FUND, L.P.
By: Stockbridge Associates LLC,
its General Partner
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By:
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/s/ Christopher J. Hadley
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Name:
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Christopher J. Hadley
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Title:
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Managing Director
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Date: June 20, 2008
-11-
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