| 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
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Exhibit
Number | | Description |
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| 10.1* | | Amendment No. 16, Loan Modification Agreement and Refinancing Facility Agreement, dated as of June 4, 2024, 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 for the lenders. |
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| 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. |
