CLEVELAND, May 25, 2016 /PRNewswire/ -- TransDigm Group
Incorporated ("TransDigm Group") (NYSE: TDG) announced today that its wholly-owned subsidiary, TransDigm Inc. (the "Company"), is
planning, subject to market and other conditions, to offer $950 million aggregate principal amount
of senior subordinated notes due 2026 (the "Notes") in a private offering that is exempt from the registration requirements of
the Securities Act of 1933 (the "Securities Act"). It is expected that the Notes will be guaranteed, with certain exceptions, by
TransDigm Group and certain of the Company's existing and future domestic subsidiaries on a senior subordinated basis.
Additionally, on or before the date of the closing of TransDigm's acquisition of the stock of ILC Holdings, Inc., the parent
Company to Data Device Corporation (the "DDC Acquisition"), TransDigm Inc. expects to enter into definitive documentation
pursuant to which, among other things, TransDigm Inc. will incur up to $950 million in term loans,
of which, up to $450 million may take the form of delayed draw term loans (the "Delayed Draw Term
Loans"), increase the commitments under the U.S. Dollar-denominated tranche of its revolving credit facility by up to
$50 million and extend the maturity date of its revolving credit facility to February 28, 2020. Borrowings under the Delayed Draw Term Loans will be conditioned upon, among other things,
the closing of the DDC Acquisition.
TransDigm Inc. intends to use a portion of the net proceeds from the offering of the Notes and the term loans to fund the
purchase price for the DDC Acquisition and for general corporate purposes, including potential future acquisitions or
dividends.
$450 million in aggregate principal amount of the Notes will be subject to a special partial
mandatory redemption at a redemption price of 100% of the issue price of the Notes, plus accrued and unpaid interest, if (a) the
DDC Acquisition is not consummated, or the purchase agreement for the DDC Acquisition is terminated, on or prior to October 22, 2016 or (b) TransDigm Inc. announces that it will not pursue the consummation of the DDC
Acquisition.
This is not an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being
offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the
Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption
from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been
registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in
the United States without registration or an applicable exemption from the Securities Act and
applicable state securities or blue sky laws and foreign securities laws.
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly
engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings,
substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical
actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices,
specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and
locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays,
aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and
related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting
devices, and cargo loading, handling and delivery systems.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All forward-looking statements involve risks and uncertainties that could cause TransDigm Group's actual results to differ
materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These
risks and uncertainties include but are not limited to: the sensitivity of our business to the number of flight hours that our
customers' planes spend aloft and our customers' profitability, both of which are affected by general economic conditions; future
terrorist attacks; cyber-security risks and natural disasters; our reliance on certain customers; the U.S. defense budget and
risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or
successfully integrate acquisitions; our substantial indebtedness; potential environmental liabilities; increases in costs that
cannot be recovered in product pricing; risks associated with our international sales and operations; and other risk factors.
Further information regarding the important factors that could cause actual results to differ materially from projected results
can be found in TransDigm Group's Annual Report on Form 10-K and other reports that TransDigm Group or its subsidiaries have
filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise
or update any forward-looking statements contained in this press release.
Contact:
Liza Sabol
Investor Relations
216-706-2945
ir@transdigm.com
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SOURCE TransDigm Group Incorporated