TransDigm Group Announces Proposed Private Offerings of $550 Million of Senior Subordinated Notes and $200 Million of Additional Senior Secured Notes

CLEVELAND, Feb. 1, 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 $550 million aggregate principal amount of senior subordinated notes (the "Senior Subordinated Notes") and $200 million aggregate principal amount of 6.25% Senior Secured Notes due 2026 (the "Additional Secured Notes"), which are in addition to the $3.8 billion aggregate principal amount of 6.25% Senior Secured Notes due 2026 that TransDigm Inc. agreed to sell on January 30, 2019 (together with the Additional Secured Notes, the "Senior Secured Notes"; the Senior Secured Notes, 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, along with cash on hand, to redeem all of its outstanding 5.50% Senior Subordinated Notes due 2020.

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

All $4.0 billion aggregate principal amount of the Senior Secured Notes will constitute a single class of notes and will be issued under a single indenture to be dated on or about February 13, 2019.  All of the Senior Secured 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. notifies the trustee in writing, or otherwise announces, that it will not pursue the consummation of the Esterline Acquisition.