TRANSDIGM GROUP INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
November 24, 2020 at 09:20 am EST
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Item 7.01. Regulation FD Disclosure.
On November 24, 2020, TransDigm Group Incorporated ("TransDigm Group" or the
"Company") issued a press release (the "Press Release") announcing its
definitive agreement to acquire Cobham Aero Connectivity ("CAC") for
approximately $965 million in cash, including tax benefits. Additionally, the
Company provided an update with regard to its previously announced plans to
potentially divest a select number of defense-oriented operating units that were
acquired as part of the Esterline acquisition. A copy of this press release is
furnished with this Current Report as Exhibit 99.1 and is incorporated herein by
reference.
Cobham Aero Connectivity is headquartered in Marlow, UK. CAC is a leading
provider of highly engineered antennas and radios for the aerospace end market.
The products are primarily proprietary with significant aftermarket content and
have a strong presence across major defense platforms and commercial
applications. CAC is expected to generate approximately $225 million in revenue
in 2020. Nearly 60% of CAC's revenue is derived from international sales, and
CAC has a strong presence across a diverse range of both helicopters and fixed
wing aircraft. CAC operates from two primary facilities in Marlow, UK and
Prescott, Arizona. CAC employs approximately 760 people. The acquisition, which
is expected to close during the first calendar quarter of 2021, is subject to
regulatory approvals and customary closing conditions. The acquisition is
expected to be financed through existing cash on hand.
The operating units under consideration for potential divestiture were acquired
by TransDigm Group in March 2019 as part of the Esterline Technologies
acquisition. Since the acquisition, these businesses have functioned as
independent operating units under TransDigm Group's ownership. These operating
units primarily serve the defense end market and have combined annual revenue of
$250 to $300 million. The Company is now working with outside advisors to assist
in the process of identifying and approaching potential buyers. At this time,
the timeline for any announced divestitures remains uncertain.
The information in this Item 7.01 on Form 8-K and in Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the exchange Act of 1934 (the
"Exchange Act"), nor shall it be deemed incorporated by reference in filings
under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press Release
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.
TRANSDIGM GROUP INC. 
