TransDigm begins tender offer, consent solicitation for 8 3/8% notes

By Angela McDaniels

Seattle, May 26 - TransDigm Inc. has begun a tender offer for its $400 million 8 3/8% senior subordinated notes due 2011 and a consent solicitation to amend the indenture governing the notes, according to a company news release.

The proposed amendment would, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

The consent solicitation will end at 5 p.m. ET on June 8, and the tender offer will expire at midnight ET on June 22, unless extended.

The total consideration for each $1,000 principal amount of notes tendered will be the present value on the applicable payment date of future cash flows on the notes up to and including July 15, based on the assumption that the notes will be redeemed at a price of $1,062.81 per $1,000 principal amount on that date, discounted at a rate equal to 50 basis points over the yield to maturity on the 7% U.S. Treasury note due July 15, 2006.

The total consideration will be priced on June 9 and includes a consent payment of $30.00 per $1,000 principal amount of notes tendered before the consent deadline.

Noteholders will also receive accrued interest up to but excluding the payment date.

Noteholders may not tender without submitting consents and vice versa.

In conjunction with the tender offer and consent solicitation, TransDigm said it plans to refinance all of the debt outstanding under its senior secured credit facilities and a loan agreement under which parent company TransDigm Group Inc. is the borrower.

To finance the tender offer, the consent solicitation and the other refinancing transactions, TransDigm said it plans to enter into new senior secured credit facilities, issue and sell senior subordinated notes pursuant to the terms of a new indenture and use a portion of its available cash balances.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-0652) is dealer manager and solicitation agent. Mackenzie Partners Inc. (800 322-2885 or 212 929-5500) is information agent.

Cleveland-based TransDigm Group designs, produces and supplies aircraft components.

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