On February 24, 2017, TransDigm Group Incorporated (TransDigm
Group) issued a press release (the Press Release) relating to the
proposed offering of an additional $300 million aggregate
principal amount of senior subordinated notes due 2025 (the New
Notes) by TransDigm Inc., its wholly-owned subsidiary (the
Company), to a confidential offering circular (the Offering
Circular) in a private placement under Rule 144A and Regulation S
of the Securities Act of 1933 (the Securities Act). The New Notes
are an additional issuance of the Companys existing 6.500% Senior
Subordinated Notes due 2025 (the Initial Notes) issued under the
indenture dated as of May 14, 2015 (the Indenture) to which the
Company previously issued $450,000,000 in aggregate principal
amount of Initial Notes. The New Notes, together with the Initial
Notes, will be treated as a single class for all purposes under
the Indenture. The New Notes will be of the same class and series
as, and otherwise identical to, the Initial Notes, except that
the New Notes will be subject to transfer restrictions until the
consummation of the exchange offer described in the Offering
Circular and the New Notes will trade under a different CUSIP
until the consummation of the exchange offer. Upon consummation
of the exchange offer for the New Notes, the New Notes that are
exchanged in the exchange offer will be exchanged for
unrestricted notes with the same CUSIP as the Initial Notes that
were issued in the exchange offer applicable to the Initial
Notes. A copy of the Press Release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.

In the Offering Circular, the Company discloses that on or about
the date of the closing of the offering of the New Notes, it
expects to amend its senior secured credit facilities to, among
other things, permit up to $1.5 billion of dividends or
repurchases of its capital stock on or prior to the first
anniversary of the effectiveness of such amendment (provided that
up to $500 million of the $1.5 billion may be used at any time if
used to repurchase stock). The closing of this offering of new
notes is not contingent on the completion of the proposed term
loan amendment.

In the Offering Circular, the Company discloses pro forma net
sales and pro forma EBITDA As Defined of $3,459.7 million and
$1,609.7 million, respectively, for the twelve months ended
December 31, 2016. These amounts reflect the Companys estimates
that if certain acquisitions, including the acquisitions of ILC
Holdings, Inc., the parent company of Data Device Corporation,
Young Franklin Inc. and its subsidiaries and SCHROTH Safety
Products GmbH and certain aviation and defense assets and
liabilities from subsidiaries of Takata Corporation had closed at
the beginning of that period, the transactions would have
contributed additional net sales and EBITDA As Defined of
approximately $176.0 million and $49.0 million, respectively, for
the twelve-month period ended December 31, 2016. See Exhibit 99.2
to this Current Report on Form 8-K for a reconciliation of net
income to EBITDA, EBITDA As Defined and Pro Forma EBITDA As
Defined.

The New Notes will not be registered under the Securities Act or
any state securities laws and may not be offered or sold in the
United States without registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state securities laws. Neither the Press Release nor
this Current Report on Form 8-K constitutes an offer to sell or
the solicitation of an offer to buy the New Notes, nor shall
there be any sale of the New Notes in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

TransDigm Inc. intends to use the net proceeds from the offering
of the New Notes for general corporate purposes, which may
include potential future acquisitions, dividends and purchases
under its stock repurchase program, as well as to replenish
approximately $90 million of cash on its balance sheet used to
fund the acquisition of SCHROTH Safety Products GmbH and certain
aviation and defense assets and liabilities from subsidiaries of
Takata Corporation on February 22, 2017.

The information in this Current Report on Form 8-K and in the
Press Release shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in filings under the Securities Act.

(d) Exhibits

The following exhibits are being filed with this Current Report
on Form 8-K: