TransDigm Group Incorporated filed a Form 8-K with the SEC on September 14, 2026, disclosing that its wholly-owned subsidiary TransDigm Inc. has commenced a cash tender offer for any and all of its outstanding 6.75% Senior Secured Notes due 2028.

Key Highlights

  • Offer launched: TransDigm Inc. commenced a cash tender offer on September 14, 2026, for any and all outstanding 6.75% Senior Secured Notes due 2028.
  • Total Consideration: Holders who tender on or before the Early Tender Deadline will receive $1,008.00 per $1,000 principal amount of Notes.
  • Tender Offer Consideration: Holders tendering after the Early Tender Deadline will receive $978.00 per $1,000 principal amount of Notes.
  • Early Tender Premium: An early tender premium of $30.00 per $1,000 principal amount applies to Notes validly tendered by 5:00 P.M., EDT, on September 25, 2026.
  • Offer expiration: The offer is scheduled to expire at 5:00 P.M., EDT, on October 13, 2026, unless extended at TransDigm Group's sole discretion.
  • Dealer Manager: Morgan Stanley & Co. LLC has been engaged as the Sole Dealer Manager for the tender offer.

TransDigm Inc. Cash Tender Offer Terms and Conditions

According to the filing, TransDigm Group Incorporated (NYSE:TDG), a Delaware corporation headquartered in Cleveland, Ohio, announced through an Item 7.01 Regulation FD Disclosure that its wholly-owned subsidiary, TransDigm Inc., has commenced a cash tender offer for any and all of its outstanding 6.75% Senior Secured Notes due 2028. The offer is being made pursuant to an Offer to Purchase dated September 14, 2026, which the company disclosed is being distributed to holders of the Notes.

The filing specifies two tiers of consideration. Holders who validly tender their Notes at or before the Early Tender Deadline of 5:00 P.M., EDT, on September 25, 2026, will receive the Total Consideration of $1,008.00 per $1,000 principal amount. Holders tendering after that deadline, but before the Offer's expiration at 5:00 P.M., EDT, on October 13, 2026, will receive only the Tender Offer Consideration of $978.00 per $1,000 principal amount. In either case, the filing states that tendering holders will also receive accrued and unpaid interest from the most recent interest payment date up to, but excluding, the applicable payment date.

The filing notes that Notes may be validly withdrawn at any time prior to the Early Tender Deadline, but not after, unless TransDigm Group is otherwise required by applicable law to permit withdrawal. The Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the satisfaction of a Refinancing Condition as defined in that document. The CUSIP numbers provided in the filing include Rule 144A CUSIP No. 893647 BR7, Permanent Regulation S CUSIP No. U8936P AX1, and Temporary Regulation S CUSIP No. U8936P AY9. The filing was signed by Sarah Wynne, Chief Financial Officer and Principal Financial Officer of TransDigm Group Incorporated. The filing also notes that the information contained in the Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

What Was Disclosed

TransDigm Group's September 14, 2026 filing disclosed the launch of a cash tender offer by subsidiary TransDigm Inc. for its 6.75% Senior Secured Notes due 2028, detailing consideration amounts, key deadlines, withdrawal rights, and applicable conditions including a Refinancing Condition.