TransDigm completes $3 billion 6.75% senior secured note offering

TransDigm Inc., a subsidiary of TransDigm Group Incorporated, completed the offering of $3,000 million in new 6.75% Senior Secured Notes maturing in January 2035 on September 28, 2026. The notes were issued at 100.00% of their principal amount, according to a Form 8-K filed with the U.S. Securities and Exchange Commission.

TransDigm Group intends to use the net proceeds from this new offering to repurchase $2,100 million of its outstanding 6.75% Senior Secured Notes due in 2028. This repurchase is being executed through a concurrent tender offer that began on September 14, 2026. Any remaining proceeds will be allocated to general corporate purposes.

The new notes were issued in a private offering to qualified institutional buyers in accordance with Rule 144A and to non-U.S. persons under Regulation S. The issuance is governed by an indenture dated September 28, 2026, among TransDigm Inc., TransDigm Group Incorporated, and the Bank of New York Mellon Trust Company, N.A., serving as trustee and U.S. collateral agent. The Bank of New York Mellon acts as the UK collateral agent.

Interest on the notes accrues from September 28, 2026, at an annual rate of 6.75%. Payments are made in arrears on January 31 and July 31 of each year, with the first payment scheduled for January 31, 2027. Unless redeemed or repurchased earlier, the notes mature on January 31, 2035. The issuer holds the right to redeem some or all of the notes at prices and terms specified in the indenture.

The notes are senior secured obligations guaranteed by TransDigm Group Incorporated and its direct and indirect restricted subsidiaries that are parties to the indenture and borrowers or guarantors under senior secured credit facilities. These guarantees rank equally with other existing and future senior indebtedness of the issuer and guarantors. They are senior to any expressly subordinated debt but structurally subordinated to the liabilities of non-guarantor subsidiaries.

The indenture includes covenants that limit the issuer's ability to incur additional debt, issue preferred stock, pay distributions, redeem capital stock, or make certain investments. It also restricts transactions with affiliates, asset sales, mergers, and the incurrence of liens securing other debt. Customary events of default are included, with immediate acceleration of all outstanding notes in the event of bankruptcy or insolvency. For other defaults, the trustee or holders of at least 25% of the principal amount may declare the notes due immediately.

Sarah Wynne, Chief Financial Officer of TransDigm Group Incorporated, signed the report on behalf of the registrant on September 28, 2026.