TransDigm Group Incorporated (NYSE:TDG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August22, 2017, TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TD Group”), TD Group and certain subsidiaries of TransDigm entered into Amendment No.3 and Incremental Term Loan Assumption Agreement (the “Amendment”) to that certain Second Amended and Restated Credit Agreement, dated June4, 2014 (as amended by Amendment No.1 to the Second Amended and Restated Credit Agreement, dated June9, 2016, Amendment No.2 to the Second Amended and Restated Credit Agreement, dated March6, 2017, 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. to the Amendment, TransDigm, among other things, incurred new tranche G term loans (the “Tranche G Term Loans”) in an aggregate principal amount equal to $1,819million and repaid in full all of the tranche C term loans outstanding under the Credit Agreement. The Tranche G Term Loans were fully drawn on August22, 2017. The Tranche G Term Loans mature on August22, 2024. The terms and conditions (other than maturity date) that apply to the Tranche G Term Loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche C term loans immediately prior to the Amendment to the Credit Agreement.
The amendment also permits (a)payment of a special dividend, share repurchase, or combination thereof, in an aggregate amount up to $1,262million over the next 60 days, and (b)certain additional restricted payments, including to declare or pay dividends or repurchase stock, in an aggregate amount not to exceed $1,500million over the next twelve months. If any portion of the $1,500million is not used for dividends or share repurchases over the next twelve months, such amount (not to exceed $500 million) may be used to repurchase stock at any time thereafter.
The lenders and agents or their affiliates under the Amendment to the Credit Agreement 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 10.1, and is incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 1.01. Regulation FD Disclosure.
On August23, 2017, TD Group issued a press release (the “Press Release”) announcing that TD Group’s board of directors authorized and declared a one-time special cash dividend of $22.00 on each outstanding share of common stock and cash dividend equivalent payments on options granted under its stock option plans. The record date for the special dividend is September5, 2017, and the payment date for the dividend is September12, 2017. The Press Release also announced TransDigm Inc.’s receipt of funding of the $1,819million term loan described above. A copy of the Press Release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 1.01 on Form 8-K and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits:
| 10.1 | Amendment No.3 and Incremental Term Loan Assumption Agreement, dated as of August22, 2017, to the Second Amended and Restated Credit Agreement, dated as of June4, 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. |
| 99.1 | Press Release dated August23, 2017 |
TransDigm Group INC ExhibitEX-10.1 2 d415084dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 and INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of August 22,…To view the full exhibit click here
About TransDigm Group Incorporated (NYSE:TDG)
TransDigm Group Incorporated is a designer, producer and supplier of engineered aircraft components for use on commercial and military aircraft in service. The Company operates through three segments: Power & Control, Airframe and Non-aviation. The Power & Control segment includes operations that primarily develop, produce and market systems and components that provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. The Airframe segment includes operations that primarily develop and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Its product offerings include mechanical/electro-mechanical actuators and controls, engineered latching and locking devices, and seat belts and safety restraints.
