CLEVELAND, May 25, 2016 /PRNewswire/ -- TransDigm Group
Incorporated ("TransDigm Group") (NYSE: TDG) announced today
that on May 25, 2016, its
wholly-owned subsidiary, TransDigm Inc. (the "Company"), priced its
private offering of $950 million
aggregate principal amount of 6.375% Senior Subordinated Notes due
2026 (the "Notes"). The Notes will be issued at a price of
100.00% of their principal amount. The Notes will be
guaranteed, with certain exceptions, by TransDigm Group and all of
the Company's existing and future domestic subsidiaries on a senior
subordinated basis. The offering is expected to close on
June 9, 2016.
The Company intends to use the net proceeds from the offering of
the Notes, after giving effect to the initial purchasers' discounts
and the payment of fees and expenses, to fund a portion of the
purchase price for its acquisition of the stock of ILC Holdings,
Inc., the parent company to Data Device Corporation (the "DDC
Acquisition"), and for general corporate purposes, including
potential future acquisitions or dividends.
In addition, $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.
The Notes and related guarantees were offered only to qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act of 1933 (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, applicable state
securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sales of securities mentioned in this press release in any
state or foreign jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or foreign jurisdiction.
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:
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Liza Sabol
|
|
Investor
Relations
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216-706-2945
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ir@transdigm.com
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SOURCE TransDigm Group Incorporated