DEBT | DEBT The Company’s debt consists of the following (in millions): September 30, 2023 Gross Amount Debt Issuance Costs Original Issue (Discount) or Premium Net Amount Short-term borrowings—trade receivable securitization facility $ 350 $ (1) $ — $ 349 Term loans $ 6,249 $ (22) $ (48) $ 6,179 6.25% secured notes due 2026 (“2026 Secured Notes”) 4,400 (25) 2 4,377 7.50% senior subordinated notes due 2027 (“7.50% 2027 Notes”) 550 (2) — 548 5.50% senior subordinated notes due 2027 (“5.50% 2027 Notes”) 2,650 (12) — 2,638 6.75% secured notes due 2028 (“2028 Secured Notes”) 2,100 (19) (10) 2,071 4.625% senior subordinated notes due 2029 (“4.625% 2029 Notes”) 1,200 (7) — 1,193 4.875% senior subordinated notes due 2029 (“4.875% 2029 Notes”) 750 (5) — 745 6.875% secured notes due 2030 (“2030 Secured Notes”) 1,450 (14) — 1,436 Government refundable advances 21 — — 21 Finance lease obligations 193 — — 193 19,563 (106) (56) 19,401 Less: current portion 71 — — 71 Long-term debt $ 19,492 $ (106) $ (56) $ 19,330 September 30, 2022 Gross Amount Debt Issuance Costs Original Issue (Discount) or Premium Net Amount Short-term borrowings—trade receivable securitization facility $ 350 $ — $ — $ 350 Term loans $ 7,298 $ (29) $ (13) $ 7,256 8.00% secured notes due 2025 (“2025 Secured Notes”) 1,100 (6) — 1,094 6.375% senior subordinated notes due 2026 (“6.375% 2026 Notes”) 950 (4) — 946 6.875% senior subordinated notes due 2026 (“6.875% 2026 Notes”) 500 (3) (2) 495 2026 Secured Notes 4,400 (35) 3 4,368 7.50% 2027 Notes 550 (3) — 547 5.50% 2027 Notes 2,650 (15) — 2,635 4.625% 2029 Notes 1,200 (9) — 1,191 4.875% 2029 Notes 750 (6) — 744 Government refundable advances 23 — — 23 Finance lease obligations 146 — — 146 19,567 (110) (12) 19,445 Less: current portion 77 (1) — 76 Long-term debt $ 19,490 $ (109) $ (12) $ 19,369 Amendment No. 10, Loan Modification Agreement and Refinancing Facility Agreement – On December 14, 2022, the Company entered into Amendment No. 10, Loan Modification Agreement and Refinancing Facility Agreement (herein, “Amendment No. 10”) to the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”). Under the terms of Amendment No. 10, the Company, among other things, repaid in full its existing approximately $1,725 million in Tranche G term loans maturing August 22, 2024 and replaced such loans with approximately $1,725 million in Tranche H term loans maturing February 22, 2027. The Tranche H term loans bear interest at Term SOFR plus 3.25% compared to the former Tranche G term loans which bore interest at LIBOR plus 2.25%. The Tranche H term loans were issued at a discount of 2.00%, or approximately $34.5 million. The Tranche H term loans were fully drawn on December 14, 2022 and the other terms and conditions that apply to the Tranche H term loans are substantially the same as the terms and conditions that applied to the term loans immediately prior to Amendment No. 10. The Company expensed $4.6 million of refinancing costs associated with the refinancing during the fiscal year ended September 30, 2023. Additionally, the Company wrote-off $0.2 million in unamortized debt issuance costs and $0.1 million of original issue discount related to the Tranche G terms loans during the fiscal year ended September 30, 2023. Amendment No. 11, Loan Modification Agreement and Refinancing Facility Agreement – On February 24, 2023, the Company entered into Amendment No. 11, Loan Modification Agreement and Refinancing Facility Agreement (herein, “Amendment No. 11”) to the Credit Agreement. Under the terms of Amendment No. 11, the Company, among other things, repaid in full its existing approximately $2,149 million in Tranche E term loans maturing May 30, 2025 and approximately $3,410 million in Tranche F term loans maturing December 9, 2025 and replaced such loans with approximately $4,559 million in Tranche I term loans maturing August 24, 2028 and the $1,000 million 2028 Secured Notes further described below. The Tranche I term loans bear interest at Term SOFR plus 3.25% compared to the former Tranche E and Tranche F term loans which bore interest at LIBOR plus 2.25%. The Tranche I term loans were issued at a discount of 0.25%, or approximately $11.4 million. The Tranche I term loans were fully drawn on February 24, 2023 and the other terms and conditions that apply to the Tranche I term loans are substantially the same as the terms and conditions that applied to the term loans immediately prior to Amendment No. 11. The Company expensed $9.2 million of refinancing costs associated with the refinancing during the fiscal year ended September 30, 2023. Additionally, the Company wrote-off $0.1 million in unamortized debt issuance costs and $0.1 million of original issue discount related to the Tranche I terms loans during the fiscal year ended September 30, 2023. Amendment No. 12 to the Second Amended and Restated Credit Agreement – On June 16, 2023, the Company entered into Amendment No. 12 to the Second Amended and Restated Credit Agreement (herein, “Amendment No. 12”). Under the terms of Amendment No. 12, the Company, among other things, removed the option to utilize LIBOR as a benchmark rate for any revolving loans and all future loans under the Credit Agreement and replaced such rate with Term SOFR for all dollar denominated loans and with Euro Interbank Offered Rate (“EURIBOR”) for all euro denominated revolving loans. Issuance of $1,000 million Senior Secured Notes due 2028 – On February 24, 2023, the Company entered into a purchase agreement in connection with a private offering of $1,000 million in aggregate principal amount of 6.75% senior secured notes due 2028 (the “$1,000 million 2028 Secured Notes”) at an issue price of 100% of the principal amount. The $1,000 million 2028 Secured Notes were issued pursuant to an indenture, dated as of February 24, 2023, amongst TransDigm, as issuer, TransDigm Group, TransDigm UK and the other subsidiaries of TransDigm named therein, as guarantors. The $1,000 million 2028 Secured Notes are secured by a first-priority security interest in substantially all the assets of TransDigm, TransDigm Group, TransDigm UK and each other guarantor on an equal and ratable basis with any other existing and future senior secured debt, including indebtedness under the Company's senior secured credit facilities and 2026 Secured Notes. The net proceeds of the offering of the $1,000 million 2028 Secured Notes were used, along with the proceeds from the Tranche I term loans further described above, to repurchase the Tranche E and Tranche F term loans. The $1,000 million 2028 Secured Notes bear interest at a rate of 6.75% per annum, which accrues from February 24, 2023 and is payable semiannually in arrears on February 15th and August 15th of each year, commencing on August 15, 2023. The $1,000 million 2028 Secured Notes mature on August 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the indenture. The Company capitalized $9.8 million in debt issuance costs associated with the $1,000 million 2028 Secured Notes during the fiscal year ended September 30, 2023. Issuance of $1,100 million Senior Secured Notes due 2028 – On March 9, 2023, the Company entered into a purchase agreement in connection with a private offering of $1,100 million in aggregate principal amount of 6.75% senior secured notes due 2028 (the “$1,100 million 2028 Secured Notes”) at an issue price of 99% of the principal amount, which represents an approximately $11.0 million discount. The $1,100 million 2028 Secured Notes are an additional issuance of the Company's existing $1,000 million 2028 Secured Notes (collectively, the “2028 Secured Notes”), and were issued under the indenture dated as of February 24, 2023 pursuant to which the Company previously issued $1,000 million 2028 Secured Notes and a supplemental indenture dated as of March 9, 2023. The $1,100 million 2028 Secured Notes are the same class and series as, and otherwise identical to, the $1,000 million 2028 Secured Notes other than with respect to the date of issuance and issue price. The $1,100 million 2028 Secured Notes bear interest at a rate of 6.75% per annum, which accrues from February 24, 2023 and is payable semiannually in arrears on February 15th and August 15th of each year, commencing on August 15, 2023. The $1,100 million 2028 Secured Notes mature on August 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the indentures. The Company capitalized $11.6 million in debt issuance costs associated with the $1,100 million 2028 Secured Notes during the fiscal year ended September 30, 2023. Redemption of 8.00% Senior Secured Notes due 2025 – On April 10, 2023, the Company redeemed all $1,100 million aggregate principal amount of its outstanding 2025 Secured Notes at a redemption price of 102.00% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date, using the net proceeds of the offering of the $1,100 million 2028 Secured Notes, together with cash on hand. In connection with the redemption of the 2025 Secured Notes, the Company paid accrued interest of approximately $1.7 million and an early redemption premium of $22.0 million associated with the 2025 Secured Notes. The Company recorded refinancing costs of $27.1 million, consisting primarily of the $22.0 million early redemption premium and the write-off of $4.8 million in unamortized debt issuance costs during the fiscal year ended September 30, 2023 in conjunction with the redemption of the 2025 Secured Notes. Issuance of $1,450 million Senior Secured Notes due 2030 – On August 18, 2023, the Company entered into a purchase agreement in connection with a private offering of $1,450 million in aggregate principal amount of 6.875% senior secured notes due 2030 (the “2030 Secured Notes”) at an issue price of 100% of the principal amount. The 2030 Secured Notes were issued pursuant to an indenture, dated August 18, 2023, among TransDigm, Inc., as issuer, TransDigm Group and the subsidiaries of TransDigm, Inc. named therein, as guarantors. The 2030 Secured Notes are secured by a first-priority security interest in substantially all the assets of TransDigm, TransDigm Group and each other guarantor on an equal and ratable basis with any other existing and future senior secured debt, including indebtedness under the Company's senior secured credit facilities, 2026 Secured Notes and 2028 Secured Notes. The net proceeds of the offering of the 2030 Secured Notes, together with cash on hand, were used to redeem all of the outstanding 6.375% 2026 Notes and 6.875% 2026 Notes and to pay related premiums, fees and expenses. The 2030 Secured Notes bear interest at a rate of 6.875% per annum, which accrues from August 18, 2023 and is payable semiannually in arrears on June 15th and December 15th of each year, commencing on December 15, 2023. The 2030 Secured Notes mature on December 15, 2030, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the indentures. The Company capitalized $14.0 million in debt issuance costs associated with the 2030 Secured Notes during the fiscal year ended September 30, 2023. Redemptions of 6.375% Senior Subordinated Notes due 2026 and 6.875% Senior Subordinated Notes due 2026 – On September 18, 2023, the Company redeemed all $950 million aggregate principal amount of its outstanding 6.375% 2026 Notes at a redemption price of 100.00% of the principal thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date, using a portion of the net proceeds of the offering of the 2030 Secured Notes, together with cash on hand. In connection with the redemption of the 6.375% 2026 Notes, the Company paid accrued interest of approximately $15.5 million. There was no early redemption premium. Also, on September 18, 2023, the Company redeemed all $500 million aggregate principal amount of its outstanding 6.875% 2026 Notes at a redemption price of 101.719% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date, using a portion of the net proceeds of the offering of the 2030 Secured Notes, together with cash on hand. In connection with the redemption of the 6.875% 2026 Notes, the Company paid accrued interest of approximately $11.7 million and an early redemption premium of $8.6 million associated with the 6.875% 2026 Notes. The Company recorded refinancing costs of $15.0 million, consisting primarily of the $8.6 million early redemption premium associated with the 6.875% 2026 Notes, and the write-off of unamortized debt issuance costs of $5.1 million and original issuance discount of $1.3 million for the fiscal year ended September 30, 2023 in conjunction with the redemption of the 6.375% 2026 Notes and 6.875% 2026 Notes. Trade Receivable Securitization Facility The Company’s trade receivable securitization facility (the “Securitization Facility”) effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual one year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs. On July 25, 2023, the Company amended the Securitization Facility to, among other things, increase the borrowing capacity from $350 million to $450 million and extend the maturity date to July 25, 2024 at an interest rate of three-month Term SOFR plus 1.60%, compared to an interest rate of three-month Term SOFR plus 1.30% that applied prior to the amendment. The total drawn on the Securitization Facility remains at $350 million as of September 30, 2023. The weighted average interest rate on the $350 million of borrowings under our Securitization Facility on September 30, 2023 and 2022 was 6.8% and 3.8%, respectively. The Securitization Facility is collateralized by substantially all of the Company's domestic operations' trade accounts receivable. Government Refundable Advances Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The requirement to repay this advance is based on year-over-year commercial aviation revenue growth for certain product lines at CMC Electronics, which is a wholly-owned subsidiary of TransDigm. As of September 30, 2023 and 2022, the outstanding balance of these advances were $21 million and $23 million, respectively. Obligations under Finance Leases The Company leases certain buildings and equipment under finance leases. The present value of the minimum finance lease payments, net of the current portion, represents a balance of $193 million and $146 million at September 30, 2023 and 2022, respectively. The increase in fiscal 2023 is attributable to certain lease renewals and amendments qualifying as lease modifications resulting in a change in classification from an operating lease to a finance lease. Refer to Note 19, “Leases,” for further disclosure of the Company’s lease obligations. Senior Secured Term Loans Facility As of September 30, 2023 and 2022, TransDigm had $6,249 million and $7,298 million in fully drawn term loans (the “Term Loans Facility”) and $810 million in revolving commitments, of which $759 million and $779 million was available to the Company as of September 30, 2023 and 2022, respectively, subject to an interest rate of 2.50% per annum. The unused portion of the revolving commitments is subject to a fee of 0.5% per annum. Term Loans Facility Maturity Date Interest Rate Aggregate Principal as of September 30, 2023 2022 Tranche H February 22, 2027 Term SOFR plus 3.25% $ 1,713 $ — Tranche I August 24, 2028 Term SOFR plus 3.25% $ 4,536 $ — Tranche E (1) May 30, 2025 LIBOR plus 2.25% $ — $ 2,155 Tranche F (1) December 9, 2025 LIBOR plus 2.25% $ — $ 3,418 Tranche G (1) August 22, 2024 LIBOR plus 2.25% $ — $ 1,725 (1) As previously disclosed within this note, during fiscal 2023, Tranches E, F and G were replaced by Tranches H and I. The interest rates per annum applicable to the loans under the Credit Agreement are, at TransDigm’s option, equal to either an alternate base rate or an adjusted Term SOFR for one, three or six-months thereafter (in each case, subject to the availability thereof), interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted Term SOFR related to Tranche H and Tranche I term loans are not subject to a floor. At September 30, 2023 and 2022, the applicable interest rates for all existing tranches (which excludes the impact of our interest rate swaps, caps and collars) were 8.49% and 5.92%, respectively, with the increase due to the change from LIBOR plus 2.25% to Term SOFR plus 3.25% during fiscal 2023 after the refinancing of the term loans facility. Refer to Note 21, “Derivatives and Hedging Activities,” for information about how our interest rate swaps, cap and collar agreements are used to hedge and offset, respectively, the variable interest rates on the credit facility. Refinancing Costs During the fiscal year ended September 30, 2023 the Company expensed refinancing costs of $56 million, primarily representing the early redemption premium paid in connection with the repurchase of the $1,100 million 2025 Secured Notes, the redemptions of the $950 million 6.375% 2026 Notes and $500 million 6.875% 2026 Notes, and also from the execution of Amendments No. 10 and No. 11 to the Credit Agreement during the fiscal year ended September 30, 2023. Secured Notes TransDigm Inc.’s 2026 Secured Notes and 2028 Secured Notes are jointly and severally guaranteed, on a senior basis, by TD Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries, as defined in the applicable indentures. The 2030 Secured Notes (collectively with the 2026 Secured Notes and the 2028 Secured Notes, the “Secured Notes”) are guaranteed on a senior secured basis by TD Group and each of TransDigm Inc.’s direct and indirect Restricted Subsidiaries (as defined in the applicable indenture) that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital market indebtedness of TransDigm Inc. or any of the guarantors in an aggregate principal amount of at least $200 million. As of the date of this Form 10-K, the guarantors of the 2030 Secured Notes are the same as the guarantors of the 2026 Secured Notes and the 2028 Secured Notes. The Secured Notes contain restrictive covenants that are substantially similar to many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all the covenants contained in the Secured Notes. Subordinated Notes TransDigm Inc.'s 7.50% 2027 Notes, 5.50% 2027 Notes, 4.625% 2029 Notes, and 4.875% 2029 Notes (collectively, the “Subordinated Notes”) are jointly and severally guaranteed, on a senior subordinated basis, by TD Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries, as defined in the applicable indentures. The Subordinated Notes contain restrictive covenants that are substantially similar to many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all the covenants contained in the Subordinated Notes. Debt Repayment Schedule At September 30, 2023, future maturities of long-term debt (excluding finance leases) are as follows (in millions), refer to Note 19, “Leases,” for future maturities of finance leases: Fiscal Years Ended September 30, 2024 $ 66 2025 66 2026 4,466 2027 2,260 2028 9,108 Thereafter 3,404 Total $ 19,370 |