- Current report filing (8-K)
January 23 2012 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): January 20, 2012
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-32833
(Commission File Number)
41-2101738
(IRS Employer Identification No.)
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1301 East 9
th
Street, Suite 3000, Cleveland, Ohio
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44114
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(Address of principal executive offices)
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(Zip Code)
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(216) 706-2960
(Registrants telephone number, including area code)
(Former name
or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On January 20, 2012, TransDigm Group Incorporated (TDG), announced that TDG, TransDigm Inc., and AGH Acquisition, Inc., a wholly owned
subsidiary of TransDigm Inc., had entered into an Agreement and Plan of Merger (the Merger Agreement) with AmSafe Global Holdings, Inc. (AmSafe) and BSR LLC and Greenbriar Equity Fund II, L.P., as stockholder representatives,
providing for TDGs purchase of AmSafe Global Holdings, Inc., a privately-owned, world leading supplier of innovative, highly engineered and proprietary safety and restraint equipment used primarily in the global aerospace industry. AmSafe is
being purchased for a total purchase price of approximately $750 million in cash from a group controlled by Berkshire Partners LLC and Greenbriar Equity Group LLC. TransDigm expects to finance the acquisition through a combination of new senior bank
debt and cash.
On January 20, 2012, TDG entered into a commitment letter (the Commitment Letter) with Credit Suisse
Securities (USA) LLC and UBS Loan Finance LLC to provide a senior secured term loan facility for up to $500 million to fund a portion of the cash consideration required pursuant to the Merger Agreement. The Commitment Letter is subject to various
conditions, including the absence of a material adverse effect on TransDigm having occurred, the execution of satisfactory documentation and other customary closing conditions. The Commitment Letter expires on April 20, 2012.
The Merger Agreement contains customary representations, warranties and covenants by the parties. All of AmSafes representations and warranties and
substantially all of the representations and warranties of TransDigm, Inc. do not survive the closing of the merger. The acquisition is subject to customary closing conditions, including termination of the waiting period under the Hart-Scott-Rodino
Act, and is expected to close before the end of the second quarter of fiscal 2012.
Affiliates of Berkshire Partners LLC
(Berkshire) hold approximately 37.5% of the equity of AmSafe. Affiliates of Berkshire hold approximately 9.7% of the outstanding equity of TransDigm. Mr. Robert Small, a Managing Director of Berkshire, serves on the board of directors of
TransDigm, but does not serve on the board of directors of AmSafe. Mr. Small recused himself from deliberations regarding the potential acquisition and abstained from the vote of the TransDigm board of directors in approving the AmSafe acquisition
transaction.
The Merger Agreement has been filed to provide investors and security holders with information regarding its terms. It is not
intended to provide any other factual information about the TDG or Amsafe. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of the specific dates therein, were
solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of
the Merger Agreement. TDGs investors are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of
facts or condition of TDG or Amsafe or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in TDGs public disclosures.
The above summary of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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A copy of the
January 20, 2012 press release announcing the Merger Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibits are being filed with this Current Report on
Form 8-K:
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2.1
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Agreement and Plan of Merger by and among AmSafe Global Holdings, Inc., AGH Acquisition Inc., TransDigm Inc. and TransDigm Group Incorporated dated January 20,
2012.
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99.1
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Press Release of TransDigm Group Incorporated, dated January 20, 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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TRANSDIGM GROUP INCORPORATED
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By:
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/s/ Gregory Rufus
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Gregory Rufus
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Executive Vice President, Chief Financial Officer and Secretary
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Date: January 23, 2012
Exhibit Index
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger by and among AmSafe Global Holdings, Inc., AGH Acquisition Inc., TransDigm Inc. and TransDigm Group Incorporated dated January 20,
2012.
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99.1
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Press Release of TransDigm Group Incorporated, dated January 20, 2012.
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