Key Highlights

● TransDigm Inc. completed a $3.0 billion offering of 6.75% senior secured notes maturing on January 31, 2035, issued at par.

● Proceeds are planned for repurchasing the $2.1 billion of 6.75% senior secured notes due 2028 and general corporate purposes.

● Interest is payable semi-annually on January 31 and July 31, with the first payment due January 31, 2027.

● The notes were offered privately under Rule 144A and Regulation S, with Bank of New York Mellon Trust as trustee.

TransDigm Group Incorporated (NYSE:TDG) filed a Form 8-K on September 29, 2026, reporting that its Subsidiary TransDigm Inc. completed an offering of $3.0 billion of 6.75% senior secured notes maturing on January 31, 2035. The notes were issued at par. The filing ties the offering to the company's plan to repurchase its existing 6.75% senior secured notes due 2028, a $2.1 billion series that was the subject of a tender offer launched on September 14, 2026.

The New Notes

The filing describes the notes as senior secured obligations bearing interest at 6.75 percent per year. Interest is payable semi-annually on January 31 and July 31, with the first payment due on January 31, 2027. The notes were offered privately, to qualified institutional buyers under Rule 144A of the Securities Act and to non-U.S. persons under Regulation S.

The notes were issued under an indenture executed on September 28, 2026. The Bank of New York Mellon Trust Company, N.A. serves as Trustee and as U.S. Collateral agent, and The Bank of New York Mellon acts as U.K. collateral agent. The indenture is filed as Exhibit 4.1.

How the Proceeds Will Be Used

According to the filing, the company plans to use the proceeds to repurchase the $2.1 billion of 6.75% senior secured notes due 2028 and for general corporate purposes. The 8-K does not state how much of the 2028 series was actually tendered.

The economic effect described in the filing is a change in Maturity rather than in stated coupon: the old notes and the new notes both carry a 6.75 percent rate, while the new notes mature several years later, on January 31, 2035. The filing itself does not characterize the transaction in those terms and does not discuss interest savings or leverage.

The notes are guaranteed by TransDigm Group Incorporated and by the direct and indirect restricted subsidiaries of TransDigm Inc. that guarantee its senior secured Credit facilities or that issue Capital Markets Debt exceeding $200 million. The filing describes them as senior secured obligations, meaning they are backed by collateral, with the specific collateral governed by the indenture and related security documents.

Covenants and Defaults

The indenture contains covenants that restrict the issuer's ability to incur additional debt, issue preferred stock, make distributions, engage in affiliate transactions and dispose of substantially all of its assets, among other matters. The filing lists events of default, under which the notes may be accelerated. Bankruptcy-related defaults lead to acceleration in specified cases, while for other defaults the trustee or holders of at least 25 percent of the notes may declare acceleration.

The filing is transactional in nature. It contains no operating results, guidance or commentary on Business conditions, and it is reported under the items for entry into a material definitive agreement and creation of a direct financial obligation.

January 2027 First Coupon on TransDigm's 2035 Notes

The first dated milestone in the filing is January 31, 2027, when the first semi-annual interest payment on the new notes falls due. The notes themselves mature on January 31, 2035.

The full indenture in Exhibit 4.1 contains the Redemption terms, collateral provisions and other conditions that the 8-K summarizes only briefly.