On July 21, 2019, TransDigm Group Incorporated (“TransDigm”), Esterline Technologies Corporation, Esterline Technologies Holdings Ltd. and Esterline Technologies France Holdings S. N.G. (“TransDigm” or the “Sellers”) entered into a binding offer (the “Put Agreement”) with Eaton Corporation PLC (“Eaton”) for the acquisition by Eaton of the shares of Souriau SAS, Souriau USA Inc. and Sunbank Family of Companies LLC (collectively, the “Souriau-Sunbank Companies”) which comprise the Souriau-Sunbank Connection Technologies business (the “Business”). to the terms of the Put Agreement, after completion of the consultation process with the Business’ French works council, the Sellers will have the right to require Eaton to enter into a securities purchase agreement (the “Purchase Agreement”) providing for the purchase by Eaton from the Sellers of the shares of the Souriau-Sunbank Companies.

to the terms of the Purchase Agreement, Eaton will purchase the shares of the Souriau-Sunbank Companies for a cash purchase price of approximately $920 million.

In addition to the consultation with the Business’ French works council, the transaction is subject to execution and delivery of the Purchase Agreement and other definitive agreements, the satisfaction or waiver of customary closing conditions and receipt of required regulatory approvals. The parties expect to complete the transaction during fourth calendar quarter of 2019.

TransDigm issued a press release announcing the entry in to the Put Agreement. A copy of the press release is hereby furnished to Item 7.01 as Exhibit 99.1.

Forward-Looking Statements

Statements in this current report and the press release which are not historic facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, statements about the sale of the Souriau-Sunbank Companies. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. All forward-looking statements involve risks and uncertainties which could affect TransDigm’s actual results and could cause its actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of TransDigm. These risks and uncertainties include, but are not limited to, TransDigm’s ability to successfully complete the sale of the Souriau-Sunbank Companies, including satisfying the various closing conditions, such as works council consultations and obtaining required regulatory approvals. Except as required by law, TransDigm undertakes no obligation to revise or update the forward-looking information contained in this current report or the press release.

(d) Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K:

TransDigm Group INC Exhibit
EX-99.1 2 exhibit991solstice.htm EXHIBIT 99.1 Exhibit Exhibit 99.1TransDigm Group Plans to Divest Souriau-Sunbank Connection Technologies to Eaton Cleveland,…
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.