Exhibit 99.1
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TransDigm Group Completes Successful Notes Offerings
CLEVELAND, Feb. 13, 2019/PRNewswire/ — TransDigm Group Incorporated (“TransDigm Group”) (NYSE: TDG) announced today that its wholly-owned subsidiary, TransDigm Inc., has successfully completed the previously announced private offerings of (i) $3.8 billion aggregate principal amount of 6.25% Senior Secured Notes due 2026 (the “Initial Secured Notes”), (ii) $200 million aggregate principal amount of 6.25% Senior Secured Notes due 2026, which are in addition to the Initial Secured Notes (together with the Initial Secured Notes, the “Senior Secured Notes”), and (iii) $550 million aggregate principal amount of 7.50% Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes” and, together with the Senior Secured Notes, the “Notes”). All $4.0 billion aggregate principal amount of the Senior Secured Notes constitute a single class of notes and were issued under a single indenture entered into on February 13, 2019.
TransDigm Inc. intends to use the net proceeds from the offerings of the Senior Secured Notes to fund the purchase price for its acquisition of all of the outstanding stock of Esterline Technologies Corporation.
TransDigm Inc. intends to use the net proceeds from the offering of the Senior Subordinated Notes, along with cash on hand, to redeem all of its outstanding 5.50% Senior Subordinated Notes due 2020.
The Notes and related guarantees were offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933 (the “Securities Act”), and outside the United States tonon-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act, applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.
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