Current Report Filing (8-k)
February 22 2018 - 3:16PM
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): February 22, 2018
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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001-32833
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41-2101738
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(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 registrants under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 22, 2018, TransDigm Inc. (TransDigm), a wholly-owned subsidiary of TransDigm Group Incorporated (TD Group), TD Group
and certain subsidiaries of TransDigm entered into the Refinancing Facility Agreement (the Refinancing Agreement) relating to the Second Amended and Restated Credit Agreement, dated June 4, 2014 (as amended by Amendment No. 1
to the Second Amended and Restated Credit Agreement, dated June 9, 2016, Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated March 6, 2017, Amendment No. 3 and Incremental Term Loan Assumption Agreement,
dated August 22, 2017, Amendment No. 4 and Refinancing Facility Agreement, dated November 30, 2017, and as further amended by the Refinancing Agreement, the Credit Agreement), with Credit Suisse AG, as administrative agent
and collateral agent (the Agent), and the other agents and lenders named therein. Pursuant to the Refinancing Agreement, TransDigm, among other things, incurred (i) new tranche G term loans (the New Tranche G Term Loans)
in an aggregate principal amount equal to $1,809 million and (ii) repaid in full all of the existing tranche G term loans outstanding under the Credit Agreement immediately prior to the Refinancing Agreement. The New Tranche G Term Loans
were fully drawn on February 22, 2018. The interest rates per annum applicable to the New Tranche G Term Loans will be either (i) LIBOR plus 2.5% or (ii) a base rate plus 1.5%. The other terms and conditions, including the maturity
date, that apply to the New Tranche G Term Loans are substantially the same as the terms and conditions that applied to the tranche G term loans immediately prior to the Refinancing Agreement.
The lenders and agents or their affiliates under the Refinancing Agreement have in the past provided, and may in the future provide, advisory and other
services to, or engage in transactions with, TransDigm and TD Group and receive customary compensation therefor.
The above summary of the Refinancing
Agreement is qualified in its entirety by reference to the Refinancing Agreement, which is attached hereto as 10.1, and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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10.1
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Refinancing Facility Agreement, dated as of February 22, 2018, relating to the Second Amended and Restated Credit Agreement, dated as of June
4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent for the lenders.
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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/ James Skulina
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James Skulina
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Executive Vice President and Interim Chief Financial Officer
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Date: February 22, 2018
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