[8-K] TransDigm Group Incorporated Reports Material Event

Rhea-AI Filing Summary

TransDigm Group priced an aggregate of $5,000 million of new debt, increased from an initially announced $4,000 million, and intends to use the net proceeds to fund an approximately $5,000 million special cash dividend to common shareholders, cash dividend-equivalent payments on eligible vested options, and related fees and expenses. As part of the financing, TransDigm Inc. priced $2,500 million of senior notes comprising $500 million of 6.250% Senior Secured Notes due 2034 and $2,000 million of 6.750% Senior Subordinated Notes due 2034, each issued at 100% and expected to close on August 19, 2025. The Notes will be guaranteed by TransDigm Group and certain of its subsidiaries and are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Concurrently, TransDigm expects to incur up to $2,500 million of new tranche M term loans maturing in August 2032 pursuant to an amendment to its credit agreement. The closings of the notes and the credit amendment are not conditioned on one another. The filing also contains forward-looking statements and identifies risks that include the ability to complete the offerings and the credit amendment, sensitivity to flight hours and customer profitability, supply chain constraints, increases in costs, existing indebtedness, geopolitical events, cybersecurity threats and other factors explicitly listed in the report.

Positive

• $5.0 billion of proceeds explicitly allocated to a special cash dividend, returning capital directly to common shareholders
• Successfully priced $2.5 billion of senior notes at 100.000% with defined coupons and maturities, indicating completed placement of a major tranche

Negative

• Aggregate new debt of $5.0 billion increases the company's indebtedness and will affect leverage and credit metrics
• Financing and credit amendment closings are not conditioned on one another, creating execution risk if any single component fails to close

Insights

Debt Capital Markets Analyst

TL;DR: TransDigm executes $5.0B financing to fund a $5.0B special dividend, increasing near-term leverage via notes and term loans.

The issuance of an aggregate $5,000 million of debt — $2,500 million in notes (priced at par) and up to $2,500 million in tranche M term loans — is a significant capital return financed by new leverage. The notes carry fixed coupons of 6.250% (secured) and 6.750% (subordinated) with 2034 maturities, while the term loans mature in 2032. The structure separates secured and subordinated claims and relies on Rule 144A/Reg S placements. Material implications include a higher absolute debt load and a changed maturity profile; successful closings and covenant terms in the amended credit agreement will determine near-term credit metrics and liquidity.

Corporate Finance Specialist

TL;DR: Transaction returns substantial cash to shareholders but depends on simultaneous execution of multiple financings and a credit amendment.

TransDigm is deploying newly raised debt to fund an approximately $5.0 billion special dividend and related option-equivalent payments, a clear capital-allocation decision to prioritize shareholder cash distribution. The financing mixes public-style notes (Rule 144A/Reg S) issued at 100% and incremental term loans under an amended credit facility, with closings that are not interdependent. For stakeholders, the key items are the fixed coupon rates, stated maturities (2032 for tranche M loans, 2034 for notes) and the fact that the notes are guaranteed by TransDigm Group and certain subsidiaries. The ultimate effect on leverage and covenant headroom will depend on final credit agreement terms and the timing of each close.

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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): August 13, 2025

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 August 13, 2025, TransDigm Group Incorporated (“TransDigm Group”) priced an aggregate of $5,000 million of new debt, which was increased from the previously announced initial $4,000 million. TransDigm Group intends to use the net proceeds of the new debt to fund a special cash dividend of approximately $5,000 million to the holders of its common stock and cash dividend equivalent payments on eligible vested options under its stock option plans and for related transaction fees and expenses.

$2,500 Million Notes Pricing

TransDigm Group priced its previously announced offerings of senior notes for a total aggregate principal amount of $2,500 million, comprised of $500 million of 6.250% Senior Secured Notes due 2034 (the “Secured Notes”) and $2,000 million of 6.750% Senior Subordinated Notes due 2034 (the “Subordinated Notes” and, together with the Secured Notes, the “Notes”) of TransDigm Inc., its wholly-owned subsidiary (the “Issuer”). The Secured Notes and the Subordinated Notes will be issued at 100.000% of their principal amounts. Each of the offerings of the Notes is expected to close on August 19, 2025, subject to customary closing conditions. The Notes will be guaranteed by TransDigm Group and certain of the Issuer’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 of 1933 (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. The closing of the offering of the Secured Notes is not conditioned on the closing of the offering of the Subordinated Notes, and the closing of the offering of the Subordinated Notes is not conditioned on the closing of the offering of the Secured Notes.

$2,500 Million New Term Loans

As previously announced, concurrently with the offerings 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. 18 and Incremental Term Loan Assumption Agreement (the “Credit Agreement Amendment”), pursuant to which, among other things, TransDigm Inc. is expected to incur up to $2,500 million of new tranche M term loans with a maturity date in August 2032. The closings of the offerings of the Notes are not conditioned on the closing of the Credit Agreement Amendment, and the closing of the Credit Agreement Amendment is not conditioned on the closings of the offerings of the Notes.

* * * * *

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 each of the offerings of the Notes and complete the Credit Agreement Amendment; 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 sustainability-related voluntary goals or 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, 2024 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: August 13, 2025

FAQ

What did TransDigm (TDG) announce in this 8-K?

TransDigm announced it priced an aggregate of $5,000 million of new debt, increased from an initial $4,000 million, to fund an approximately $5,000 million special cash dividend, cash-equivalent payments on vested options, and transaction fees.

How are the $5.0B of debt financings structured?

The financings include $2,500 million of senior notes (comprised of $500 million 6.250% Senior Secured Notes due 2034 and $2,000 million 6.750% Senior Subordinated Notes due 2034) and up to $2,500 million of tranche M term loans maturing in August 2032.

When are the note offerings expected to close?

Each of the note offerings is expected to close on August 19, 2025, subject to customary closing conditions.

Will the notes be registered with the SEC?

No. The Notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.

How will the proceeds be used?

Net proceeds are intended to fund an approximately $5,000 million special cash dividend to common stockholders, cash dividend-equivalent payments on eligible vested options, and related transaction fees and expenses.

Are the notes guaranteed?

Yes. The Notes will be guaranteed by TransDigm Group and certain of the Issuer's direct and indirect subsidiaries.