UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 14, 2022, TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TD Group”), TD Group and certain subsidiaries of TransDigm entered into Amendment No. 10, Loan Modification Agreement and Refinancing Facility Agreement (the “Amendment”), pursuant to which, among other things, (x) TransDigm repaid in full its existing approximately $1,725 million tranche G term loans maturing August 22, 2024 and replaced such loans with approximately $1,725 million new tranche H term loans (the “New Tranche H Term Loans”) maturing February 22, 2027, and (y) Goldman Sachs Bank USA was appointed the administrative agent and collateral agent as successor to Credit Suisse AG. The applicable margin for the New Tranche H Term Loans bearing interest at Term SOFR is 3.25% compared to an applicable margin for the former tranche G loans which bore interest at LIBOR plus 2.25%. Original issue discount of 2% was paid to lenders of the New Tranche H Term Loans. The New Tranche H Term Loans were fully drawn on December 14, 2022 and the other terms and conditions that apply to the New Tranche H Term Loans are substantially the same as the terms and conditions that applied to the term loans immediately prior to the Amendment.
The 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 (as successor to Credit Suisse AG), and the other agents and lenders named therein.
The above summary of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being furnished with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 10, Loan Modification Agreement and Refinancing Facility Agreement, dated December 14, 2022, 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 (as successor to Credit Suisse AG) for the lenders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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/ Michael Lisman | |
| Name: | Michael Lisman | |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Dated: December 14, 2022