[8-K] TransDigm Group Incorporated Reports Material Event

Rhea-AI Filing Summary

TransDigm Group announced that its subsidiary plans to raise $4,000 million of incremental debt, comprised of $1,500 million of senior secured notes, $1,000 million of senior subordinated notes and $1,500 million of new term loans. The company intends to use the net proceeds, together with cash on hand, to fund a special cash dividend of approximately $4,300 million to holders of its common stock and to make cash dividend-equivalent payments on eligible vested options.

The notes are being offered in concurrent private placements under Rule 144A and Regulation S and will be guaranteed by TransDigm Group and certain subsidiaries. TransDigm also expects to amend its credit agreement to incur up to $1,500 million of tranche M term loans. Each financing closing is not conditioned on the others and all transactions are subject to market and other conditions, so completion is uncertain. The report includes standard forward-looking risk disclosures addressing indebtedness, supply chain, operational sensitivity to flight hours and other factors.

Positive

• Announced a special cash dividend of approximately $4,300 million to holders of common stock
• Structured financing using a mix of secured notes, subordinated notes and term loans to target simultaneous execution
• Notes to be guaranteed by TransDigm Group and certain subsidiaries, providing creditor assurances in the offering documents

Negative

• Planned incremental debt of $4,000 million materially increases indebtedness and may raise leverage and liquidity risk
• Closings are subject to market and other conditions, so there is no assurance the financings or credit amendment will be completed
• Use of proceeds to fund a large dividend will reduce cash on hand and could constrain balance sheet flexibility if financings close

Insights

Credit/Fixed-Income Analyst

TL;DR: A large, debt-funded shareholder payout materially raises leverage and creates execution risk given market-dependent closings.

The filing describes incremental indebtedness of $4.0 billion to finance a roughly $4.3 billion special cash dividend. From a credit perspective this is significant: the financing mix includes $1.5 billion secured notes, $1.0 billion subordinated notes and $1.5 billion of term loans, plus guarantees from the parent and certain subsidiaries. The offerings and the credit amendment are explicitly subject to market and other conditions and are not interdependent, which mitigates single-point failure but creates execution uncertainty. Material impacts to leverage ratios and covenant headroom could follow if closings occur, increasing refinancing and liquidity risk.

Corporate Finance / Investor Relations Specialist

TL;DR: The transaction delivers a substantial, immediate return to shareholders but depends on successful private placements and a credit amendment.

TransDigm’s stated plan channels net proceeds plus cash on hand into a special dividend of approximately $4.3 billion, which is a clear, shareholder-focused capital allocation decision. The use of a mix of secured notes, subordinated notes and tranche M term loans enables concurrent execution across capital markets and bank financing. The guarantees may support market reception of the notes. The company’s clear disclosure that closings are subject to market conditions and the forward-looking risk list provide transparency about execution and operational sensitivities.

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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 11, 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 11, 2025, 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 $4,000 million of new debt. The offering is expected to be comprised of $1,500 million of new senior secured notes, $1,000 million of new senior subordinated notes and $1,500 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 a special cash dividend of approximately $4,300 million to the holders of its common stock and cash dividend equivalent payments on eligible vested options under its stock option plans.

$2,500 Million Notes Offerings

TransDigm Inc. is planning, subject to market and other conditions, to offer $1,500 million aggregate principal amount of senior secured notes (the “Secured Notes”) and $1,000 million aggregate principal amount of senior subordinated notes (the “Subordinated Notes” and, together with the Secured Notes, the “Notes”) pursuant to separate confidential offering memoranda in concurrent private placements 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. 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. The completion of each of the offerings of the Notes is subject to market and other conditions and there can be no assurance as to whether or when the offerings of the Notes may be completed, if at all.

$1,500 Million New Term Loans

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 $1,500 million of new tranche M term loans. 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. 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 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 11, 2025

FAQ

What debt is TransDigm (TDG) planning to issue?

TransDigm Inc. plans to offer $1,500 million of senior secured notes, $1,000 million of senior subordinated notes and incur up to $1,500 million of new term loans.

How large is the special dividend announced by TransDigm (TDG)?

The company intends to fund a special cash dividend of approximately $4,300 million to holders of its common stock and cash equivalents on eligible vested options.

Will the notes be registered with the SEC?

No. The Notes are being offered in concurrent private placements under Rule 144A and Regulation S and have not been and will not be registered under the Securities Act.

Are the closings of the notes and term loans dependent on each other?

No. The closing of the secured notes is not conditioned on the subordinated notes, and the credit amendment closing is not conditioned on the closings of the notes; all are subject to market and other conditions.

What risks did TransDigm disclose related to this plan?

The filing discloses forward-looking risks including ability to complete offerings and credit amendment, sensitivity to flight hours, supply chain constraints, increased costs, indebtedness, geopolitical events and other operational and regulatory risks.