TransDigm completes $1,500 million debt financing

TransDigm Group Incorporated, through its subsidiary TransDigm Inc., completed $1,500 million of new debt financing.

Rhea-AI Filing Summary

TransDigm Group Incorporated, through its subsidiary TransDigm Inc., completed $1,500 million of new debt financing. This includes $500 million of 6.125% Senior Subordinated Notes due July 31, 2034 and $1,000 million of additional tranche N term loans maturing February 13, 2033.

TransDigm Group intends to use the net proceeds, together with cash on hand, to fund the purchase price of the expected acquisition of Stellant Systems, Inc., approximately $800 million of common share repurchases completed in March 2026, and related transaction fees and expenses. The new notes and loans carry covenant, ranking and default terms typical for TransDigm’s existing credit structure.

Insights

Capital structure and credit analyst

TransDigm adds $1,500 million of long-dated debt to fund M&A and buybacks.

TransDigm Inc. completed $500 million of 6.125% Senior Subordinated Notes due 2034 and $1,000 million of additional tranche N term loans maturing 2033. The notes priced at 100.375% of principal and carry a 6.125% fixed coupon with semiannual payments.

The new term loans bear interest at Term SOFR plus a 2.50% margin with a small 0.125% original issue discount. Covenants limit additional indebtedness, restricted payments, liens, asset sales and certain transactions, and include customary bankruptcy and payment defaults.

Net proceeds, combined with cash on hand, are earmarked to fund the Stellant Systems, Inc. acquisition, approximately $800 million of common share repurchases completed in March 2026, and related fees. Overall impact on the investment case depends on acquisition performance and leverage tolerance.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total new debt financing: $1,500 million New Senior Subordinated Notes: $500 million Existing Initial Notes: $1,200 million +5 more

8 metrics

Total new debt financing $1,500 million Incremental debt completed on April 17, 2026

New Senior Subordinated Notes $500 million 6.125% notes due July 31, 2034 issued at 100.375%

Existing Initial Notes $1,200 million 6.125% Senior Subordinated Notes issued February 13, 2026

New tranche N term loans $1,000 million Additional term loans maturing February 13, 2033

Term loan interest margin 2.50% Applicable margin over Term SOFR for New Term Loans

Original issue discount 0.125% OID paid to lenders of the New Term Loans

Share repurchases referenced approximately $800 million Common share repurchases completed in March 2026

Coupon rate on Notes 6.125% Annual interest rate on Senior Subordinated Notes

Key Terms

Senior Subordinated Notes, Term SOFR, original issue discount, Rule 144A, +2 more

6 terms

Senior Subordinated Notes financial

"6.125% Senior Subordinated Notes maturing July 31, 2034"

A senior subordinated note is a loan-like security that a company issues which pays interest and must be repaid, but sits behind (is subordinate to) the company’s most senior loans while still ranking above shareholders. For investors this matters because it offers higher interest to compensate for greater risk: in bankruptcy holders get paid after senior creditors but before equity, so recovery and price swings are tied to the issuer’s financial strength—think of it as being second in line for repayment.

Term SOFR financial

"The New Term Loans bear interest at a rate of Term SOFR plus an applicable margin of 2.50%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

original issue discount financial

"Original issue discount of 0.125% was paid to lenders of the New Term Loans"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Rule 144A regulatory

"to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-U.S. persons outside the United States under Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

events of default financial

"The Indenture contains events of default customary for agreements of its type"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did TransDigm Group (TDG) complete on April 17, 2026?

TransDigm Inc. completed $1,500 million of new debt, including $500 million of 6.125% Senior Subordinated Notes due 2034 and $1,000 million of additional tranche N term loans maturing in 2033, expanding its existing debt structure.

How will TransDigm Group (TDG) use the $1,500 million of incremental debt proceeds?

TransDigm Group intends to use the net proceeds, along with cash on hand, to fund the expected acquisition of Stellant Systems, Inc., approximately $800 million of common share repurchases completed in March 2026, and related transaction fees and expenses.

What are the key terms of TransDigm’s new 6.125% Senior Subordinated Notes?

The new notes total $500 million, bear interest at 6.125% per annum from February 13, 2026, pay interest on January 31 and July 31 starting July 31, 2026, and mature on July 31, 2034, with optional redemption and change-of-control repurchase features.

What interest rate applies to TransDigm’s new tranche N term loans under the Credit Agreement?

The $1,000 million of new tranche N term loans bear interest at a floating rate of Term SOFR plus a 2.50% margin. An original issue discount of 0.125% was paid to lenders, and the loans share terms with existing term loans under the Credit Agreement.

How do TransDigm’s new notes rank relative to other company debt obligations?

The notes are senior subordinated obligations of TransDigm Inc., guaranteed on a senior subordinated basis by TransDigm Group and certain restricted subsidiaries. They rank junior to existing and future senior indebtedness and are structurally subordinated to liabilities of non-guarantor subsidiaries.

What covenant protections are included in TransDigm’s Indenture for the new notes?

The Indenture limits TransDigm Inc.’s ability to incur additional debt, pay distributions, make certain investments, transact with affiliates, sell significant assets, incur liens, merge, or change businesses, and includes customary events of default with acceleration rights for noteholders and the trustee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 04:15 PM Learn about SEC filing dates

TransDigm Group INC false 0001260221 0001260221 2026-04-17 2026-04-17

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): April 17, 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 1.01. Entry into a Material Definitive Agreement.

Completed Financing Summary

On April 17, 2026, TransDigm Inc., a wholly-owned subsidiary of TransDigm Group Incorporated (“TransDigm Group”), completed the previously announced offerings of an incremental $1,500 million of new debt, consisting of an additional $500 million of 6.125% Senior Subordinated Notes maturing July 31, 2034 (the “New Notes”) and $1,000 million of additional tranche N term loans (the “New Term Loans”) maturing February 13, 2033.

TransDigm Group intends to use the net proceeds of the incremental debt, together with cash on hand, to fund (i) the purchase price of the previously announced and expected acquisition of Stellant Systems, Inc. and (ii) approximately $800 million of common share repurchases completed in March 2026, and for related transaction fees and expenses.

Subordinated Notes Indenture and Supplemental Indenture

On April 17, 2026, TransDigm Inc. issued $500 million in aggregate principal amount of the New Notes at an issue price of 100.375% of the principal amount thereof, plus accrued interest from February 13, 2026, in a private offering pursuant to a confidential offering memorandum to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

The New Notes were issued pursuant to an indenture, dated as of February 13, 2026 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated as of April 17, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among TransDigm Inc., as issuer, TransDigm Group and the subsidiaries of TransDigm Inc. party thereto, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The New Notes are an additional issuance of the $1,200 million aggregate principal amount of TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034 that were previously issued pursuant to the Base Indenture on February 13, 2026 (the “Initial Notes” and, collectively with the New Notes, the “Notes”). The New Notes are of the same class and series as, and otherwise identical to, the Initial Notes, other than with respect to the date of issuance and issue price.

The Notes bear interest at the rate of 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.

TransDigm Inc. may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If TransDigm Group or TransDigm Inc. experiences specific kinds of changes in control or TransDigm Group or any of its restricted subsidiaries sells certain of its assets, then TransDigm Inc. must offer to repurchase the Notes on the terms set forth in the Indenture.

The Notes are TransDigm Inc.’s senior subordinated obligations. The Notes are guaranteed, with certain exceptions, on a senior subordinated basis by TransDigm Group and each of TransDigm Inc.’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm Inc.’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm Inc. or any of the guarantors in an aggregate principal amount of at least $200 million. The Notes and the related guarantees rank junior in right of payment with all of TransDigm Inc.’s and the guarantors’ existing and future senior indebtedness, equally in right of payment to any of TransDigm Inc.’s and the guarantors’ existing and future senior subordinated indebtedness, senior in right of payment to any of TransDigm Inc.’s and the guarantors’ existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and related guarantees, and structurally subordinated to all of the liabilities of TransDigm Inc.’s non-guarantor subsidiaries.

The Indenture contains certain covenants that, among other things, limit TransDigm Inc.’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, make certain investments, engage in certain transactions with affiliates, consummate certain assets sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets, incur or suffer to exist liens securing indebtedness and engage in certain business activities. The Indenture contains events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to TransDigm Inc., all outstanding Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all Notes to be due and payable immediately.

The above summary of the Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.3, respectively, and are incorporated herein by reference.

2

Credit Agreement Amendment

On April 17, 2026, TransDigm Inc., TransDigm Group and certain subsidiaries of TransDigm Inc. entered into Amendment No. 21 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which TransDigm Inc., among other things, incurred $1,000 million of the New Term Loans. The New Term Loans bear interest at a rate of Term SOFR plus an applicable margin of 2.50%. Original issue discount of 0.125% was paid to lenders of the New Term Loans. The other terms and conditions that apply to the New Term Loans are substantially the same as the terms and conditions that apply to the other term loans outstanding under the Credit Agreement. The New Term Loans were fully drawn on April 17, 2026.

The Credit Agreement Amendment amends that certain Second Amended and Restated Credit Agreement, dated June 4, 2014, as amended, with Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders named therein (the “Credit Agreement”).

The above summary of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of February 13, 2026, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034 (incorporated by reference to TransDigm Group Incorporated’s Current Report on Form 8-K, filed on February 13, 2026 (File No. 001-32833)).
4.2		Form of 6.125% Senior Subordinated Notes due 2034 (included in Exhibit 4.1).
4.3		First Supplemental Indenture, dated as of April 17, 2026, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 6.125% Senior Subordinated Notes due 2034.
10.1*		Amendment No. 21 and Incremental Term Loan Assumption Agreement, dated as of April 17, 2026, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TransDigm Group hereby undertakes to furnish on a supplemental basis a copy of any omitted exhibit upon request by the Securities and Exchange Commission.

3

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: April 17, 2026

4

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 975.7 KB

Other Documents

• EX-4.3 EX-4.3 55.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB