TransDigm Group Announces Proposed Private Offerings of Senior Subordinated Notes and Senior Secured Notes

CLEVELAND, Jan. 28, 2019 /PRNewswire/ -- TransDigm Group Incorporated ("TransDigm Group") (NYSE: TDG) announced today that its wholly-owned subsidiary, TransDigm Inc., is planning, subject to market and other conditions, to offer senior subordinated notes (the "Senior Subordinated Notes") and senior secured notes (the "Senior Secured Notes" and, together with the Senior Subordinated Notes, the "Notes") in concurrent private offerings that will be 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, TransDigm UK Holdings plc and certain of TransDigm Inc.'s existing and future U.S. subsidiaries on a senior subordinated basis or senior secured basis, as applicable.

TransDigm Inc. intends to use the net proceeds from the offering of the Senior Subordinated Notes and the offering of the Senior Secured Notes to fund a portion of the purchase price for its acquisition (the "Esterline Acquisition") of all of the outstanding stock of Esterline Technologies Corporation ("Esterline").

All of the Notes will be subject to a special mandatory redemption at a redemption price of 100% of the issue price of the Notes, plus accrued and unpaid interest, if (a) the Esterline Acquisition is not consummated, or the purchase agreement for the Esterline Acquisition is terminated, on or prior to the later of October 9, 2019 and the End Date (as defined in the merger agreement for the Esterline Acquisition) or (b) TransDigm Inc. announces that it will not pursue the consummation of the Esterline Acquisition.

The offerings of the Senior Subordinated Notes and the Senior Secured Notes are not contingent upon each other and there can be no assurance that the offerings will be consummated or otherwise completed.

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.