TransDigm (NYSE: TDG) to raise $2B debt for Stellant and other deals

Rhea-AI Filing Summary

TransDigm Group Incorporated is planning, through its wholly owned subsidiary TransDigm Inc., to raise $2,000 million in new debt, subject to market and other conditions. The plan includes $1,000 million of new senior subordinated notes and $1,000 million of new term loans to be launched at the same time.

Net proceeds from this incremental debt, together with cash on hand, are intended to fund the aggregate purchase price of the previously announced acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings, plus related fees and expenses. The notes will be privately offered under Rule 144A and Regulation S, guaranteed by TransDigm Group and certain subsidiaries, and not registered under the Securities Act.

Concurrently, TransDigm expects to amend its existing credit agreement via Amendment No. 20 to add up to $1,000 million of new tranche N term loans. Completion of both the notes offering and the credit agreement amendment remains subject to market and other conditions, and neither closing depends on the other.

Insights

Credit and capital structure analyst

TransDigm plans $2B of new debt to finance multiple acquisitions, increasing leverage but preserving liquidity.

TransDigm Group plans incremental debt of $2,000 million, split between senior subordinated notes and new term loans. This structure mixes fixed-income securities with bank debt, with the notes privately placed under Rule 144A and Regulation S and guaranteed by certain subsidiaries.

Proceeds, together with cash on hand, are earmarked to fund the acquisitions of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings plus transaction costs. This ties the additional leverage directly to specific deal funding rather than general corporate purposes, aligning the capital raise with those expansion moves.

The company also expects to enter Amendment No. 20 to its existing credit agreement to add up to $1,000 million of tranche N term loans. Both the notes offering and the credit agreement amendment are explicitly subject to market and other conditions, and each can close independently, so actual impact will depend on successful execution and final market terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2026

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-32833

41-2101738

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1350 Euclid Avenue,

Suite 1600,

Cleveland,

Ohio

44115

(Address of principal executive offices)

(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol:

Name of each exchange on which registered:

Common Stock, $0.01 par value

TDG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On February 9, 2026, TransDigm Group Incorporated (“TransDigm Group”) announced that its wholly-owned subsidiary, TransDigm Inc., is planning, subject to market and other conditions, to offer an incremental $2,000 million of new debt. The offering is expected to be comprised of $1,000 million of new senior subordinated notes and $1,000 million of new term loans to be launched concurrently.

TransDigm Group intends to use the net proceeds of the incremental debt, together with cash on hand, to fund the aggregate purchase price of the previously announced and expected acquisitions of (i) Stellant Systems, Inc. and (ii) Jet Parts Engineering and Victor Sierra Aviation Holdings (collectively, the “Acquisitions”) and for related transaction fees and expenses.

$1,000 Million Senior Subordinated Notes Offering

TransDigm Inc. is planning, subject to market and other conditions, to offer $1,000 million aggregate principal amount of senior subordinated notes (the “Notes”) pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). The Notes will be guaranteed by TransDigm Group and certain of TransDigm Inc.’s direct and indirect subsidiaries.

The Notes and related guarantees are being offered only to persons reasonably believed to be 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 (and will not be) 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, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state securities or blue sky laws and foreign securities laws.

$1,000 Million New Term Loans

Concurrently with the offering of the Notes, TransDigm Group expects to amend the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group, the subsidiaries of TransDigm Inc. party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders, by entering into an Amendment No. 20 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $1,000 million of new tranche N term loans. The closing of the offering of the Notes is not conditioned on the closing of the Credit Agreement Amendment, and the closing of the Credit Agreement Amendment is not conditioned on the closing of the offering of the Notes. The completion of the Credit Agreement Amendment is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Amendment may be completed, if at all.

* * * * *

This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this Current Report on Form 8-K in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.

The information in this Current Report on Form 8-K 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.

Forward-Looking Statements

The statements in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve risks and uncertainties that could cause TransDigm Group’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited to: TransDigm Group’s ability to successfully complete the offering of the Notes and complete the Credit Agreement Amendment; TransDigm Group’s ability to successfully complete each of the Acquisitions; the sensitivity of TransDigm Group’s business to the number of flight hours that TransDigm Group’s customers’ planes spend aloft and its customers’ profitability, both of which are affected by general economic conditions; supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; TransDigm Group’s indebtedness; current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the transition or physical impacts of climate change and other natural disasters or meeting regulatory requirements; TransDigm Group’s reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier, including government audits and investigations; failure to maintain government or industry approvals; risks related to changes in laws and regulations, including increases in compliance costs and potential changes in trade policies and tariffs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with TransDigm Group’s international sales and operations; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update any forward-looking statements contained in this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM GROUP INCORPORATED
By:									/s/ Sarah Wynne
			Name:						Sarah Wynne
			Title:						Chief Financial Officer (Principal Financial Officer)

Dated: February 9, 2026

FAQ

What did TransDigm Group (TDG) disclose in its latest 8-K filing?

TransDigm Group disclosed plans to raise $2,000 million in new debt. Through its subsidiary TransDigm Inc., it intends to issue $1,000 million of senior subordinated notes and incur $1,000 million of new term loans, subject to market and other conditions.

How much new debt is TransDigm Group (TDG) planning to raise and in what form?

TransDigm Group plans to raise $2,000 million in incremental debt. The planned structure is $1,000 million of new senior subordinated notes and up to $1,000 million of new tranche N term loans under an amendment to its existing credit agreement.

What will TransDigm Group (TDG) use the $2,000 million of incremental debt proceeds for?

TransDigm intends to use the proceeds to fund specific acquisitions. Together with cash on hand, the net proceeds will finance the purchase price of Stellant Systems, Jet Parts Engineering and Victor Sierra Aviation Holdings, plus related transaction fees and expenses.

How are TransDigm Group’s (TDG) new senior subordinated notes being offered?

The new notes are being offered in a private placement. TransDigm Inc. plans to offer $1,000 million of senior subordinated notes under a confidential memorandum to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Is the TransDigm Group (TDG) notes offering conditioned on the new term loan amendment?

The two financing steps are not mutually conditioned. The completion of the senior subordinated notes offering is not conditioned on closing the credit agreement amendment, and the amendment’s completion is likewise not conditioned on the notes offering.

What changes does TransDigm Group (TDG) expect to make to its credit agreement?

TransDigm expects to execute Amendment No. 20 to its credit agreement. Under this amendment and an Incremental Term Loan Assumption Agreement, TransDigm Inc. is expected to incur up to $1,000 million of new tranche N term loans, subject to market conditions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB