TRANSDIGM GROUP INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)
February 06, 2020 at 10:00 am EST
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Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2020, TransDigm Inc. ("TransDigm"), a wholly-owned subsidiary of
TransDigm Group Incorporated ("TD Group"), TD Group and certain subsidiaries of
TransDigm entered into Amendment No. 7 and Refinancing Facility Agreement (the
"Amendment") relating to that certain 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 to the Second Amended and
Restated Credit Agreement, dated August 22, 2017, Amendment No. 4 and
Refinancing Facility Agreement, dated November 30, 2017, the Refinancing
Facility Agreement, dated February 22, 2018, Amendment No. 5, Incremental
Assumption Agreement and Refinancing Facility Agreement, dated as of May 30,
2018, Amendment No. 6 and Incremental Revolving Credit Assumption Agreement,
dated as of March 14, 2019, and as further amended by the Amendment, 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
Amendment, TransDigm, among other things, (i) incurred new tranche E term loans
(the "New Tranche E Term Loans") in an aggregate principal amount equal to
approximately $2,216 million, new tranche F term loans (the "New Tranche F Term
Loans") in an aggregate principal amount equal to approximately $3,515 million
and new tranche G term loans (the "New Tranche G Term Loans", collectively with
the New Tranche E Term Loans and the New Tranche F Term Loans, the "New Term
Loans") in an aggregate principal amount equal to approximately $1,774 million,
(ii) repaid in full all of the existing tranche E term loans, tranche F term
loans and tranche G term loans outstanding under the Credit Agreement
immediately prior to the Amendment, (iii) extended the maturity date of the
tranche F term loans to December 9, 2025, (iv) modified the definition of
consolidated EBITDA in the Credit Agreement to add back certain cost savings and
non-recurring cost and expenses, and (v) modified certain negative covenants to
provide additional flexibility to enable TransDigm to incur additional debt and
make additional investments and asset sales. The New Term Loans were fully drawn
on February 6, 2020. The LIBOR interest rate per annum applicable to the New
Term Loans is 2.25%, down from 2.50% prior to the Amendment. The other terms and
conditions that apply to the New Term Loans are substantially the same as the
terms and conditions that applied to the term loans immediately prior to the
Amendment.
The lenders and agents or their affiliates under the Amendment 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 Amendment is qualified in its entirety by reference to
the Amendment, which is attached hereto as Exhibit 10.1, and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Amendment No. 7 and Refinancing Facility Agreement, dated as of
February 6, 2020, 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
TransDigm Group Inc. specializes in the design, manufacturing and marketing of aerospace systems and components. Net sales break down by family of products as follows:
- engine components and control systems (50.3%): mechanical and electromechanical actuators and control systems, pumps and engine control systems, power regulators, ignition systems, thermal management systems, fluid management systems, batteries and power supply systems, motion sensors, data recording, analysis and processing systems, etc. The group also offers winches, lifting systems and cargo handling systems;
- cabin systems and equipment (47%): cockpit safety components and systems, locking systems and devices, connectors, audio control systems, specialized sanitary equipment, seat belts and safety devices, interior fittings (seats, display systems, on-board entertainment systems, etc.) lighting systems, parachutes, freight delivery systems, etc. ;
- other (2.7%): non-aeronautical systems and equipment.
At the end of September 2023, the group operated approximately 100 production sites worldwide.
The United States accounts for 64.8% of net sales.