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TDG > SEC Filings for TDG > Form 8-K on 25-Jun-2013All Recent SEC Filings

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Form 8-K for TRANSDIGM GROUP INC


25-Jun-2013

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure.

On June 25, 2013, TransDigm Group Incorporated ("TransDigm Group") issued a press release relating to the proposed offering of $500 million in aggregate principal amount of senior subordinated notes due 2021 (the "Notes") by TransDigm Inc., its wholly-owned subsidiary, pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the "Securities Act"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

TransDigm Inc. intends to use all or a portion of the net proceeds from the offering of the Notes, together with the net proceeds of the borrowing of $700.0 million of additional incremental term loans and cash on hand, to fund a dividend in the range of $1 billion to $1.8 billion to the holders of the common stock of TransDigm Group, to pay related transaction expenses and for general corporate purposes.

The information in this Item 7.01 on Form 8-K and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in filings under the Securities Act.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being furnished with this Current Report on Form 8-K:

99.1 Press Release


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