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. |
Completed Refinancing Summary
On June 4, 2024, TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TD Group”), completed an amendment to the Credit Agreement (as defined below), that, among other things, (i) reprices the margin on $997 million of existing term loans J from Term SOFR plus 3.25% to Term SOFR plus 2.50% and (ii) amends and extends $2,644 million of existing term loans I from August 2028 to February 2031 and reduces the margin from Term SOFR plus 2.75% to Term SOFR plus 2.50%.
Credit Agreement Amendment
On June 4, 2024, TransDigm, TD Group and certain subsidiaries of TransDigm entered into Amendment No. 16, Loan Modification Agreement and Refinancing Facility Agreement (the “Credit Agreement Amendment”), pursuant to which, among other things, TransDigm repriced all of its existing term loans J maturing February 28, 2031 and amended and extended $2,644 million of its existing term loans I by converting such loans into term loans J (collectively, the “New Tranche J Term Loans”). The applicable margin for the New Tranche J Term Loans bearing interest at Term SOFR is 2.50%. Except as set forth above, the other terms and conditions that apply to the New Tranche J Term Loans are substantially the same as the terms and conditions that applied to the term loans immediately prior to the Credit Agreement Amendment.
The Credit Agreement Amendment amends that certain Second Amended and Restated Credit Agreement, dated June 4, 2014 (the “Credit Agreement”), as amended, with Goldman Sachs Bank USA, as administrative agent and collateral agent, and the other agents and lenders named therein.
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 |
Description | |
| 10.1* | ||
| 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. TD Group hereby undertakes to furnish on a supplemental basis a copy of any omitted exhibit upon request by the Securities and Exchange Commission. |
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: June 4, 2024