Statistiche di base
| LEI | 549300EQD0ZXRSMG3549 |
| CIK | 1260221 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TransDigm Group Incorporated
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 20, 2025 |
EX-4.3 Exhibit 4.3 [EXECUTION VERSION] TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 19, 2025 6.750% Senior Subordinated Notes due 2034 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 32 S |
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| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commi |
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| August 20, 2025 |
EX-99.1 Exhibit 99.1 TransDigm Group Declares a Special Cash Dividend of $90.00 Per Share and Announces Successful Completion of Incremental Debt Cleveland, Ohio, August 20, 2025/PRNewswire / - TransDigm Group Incorporated (“TransDigm Group”) (NYSE: TDG) today announced that its Board of Directors has authorized and declared a special cash dividend of $90.00 on each outstanding share of common sto |
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| August 20, 2025 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 18 and INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of August 19, 2025, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, as Admi |
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| August 20, 2025 |
EX-4.1 Exhibit 4.1 [EXECUTION VERSION] TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of August 19, 2025 6.250% Senior Secured Notes due 2034 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFER |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commi |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commi |
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| August 5, 2025 |
TransDigm Group Reports Fiscal 2025 Third Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2025 Third Quarter Results Cleveland, Ohio, August 5, 2025/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the third quarter ended June 28, 2025. Third quarter highlights include: •Net sales of $2,237 million, up 9% from $2,046 mi |
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| August 5, 2025 |
Exhibit 10.1 EIGHTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This EIGHTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 11, 2025, is entered into by and among the following parties: (i)TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as Seller; (ii)TRANSDIGM INC., a Delaware corporation, as Servicer; (iii)PNC BANK, NATIONAL ASSOC |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2025 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransDi |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 5, 2025 |
Exhibit 22.1 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated, are unconditionally guaranteed, on a joint and several basis, by TransDigm Group Incorporated and each of the subsidiaries listed below under “Subsidiary Guarantors.” Description 6.75% senior secured notes d |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) SERVOTRONICS, INC. (Name of Subject Company (Issuer)) TDG RISE MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of TRANSDIGM INC. (Parent of Offeror) A Wholly Owned Subsidiary of TRANSDIGM GROUP IN |
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| July 1, 2025 |
Exhibit (a)(5)(B) TransDigm and Servotronics Announce Successful Completion of Tender Offer and TransDigm’s Acquisition of Servotronics Cleveland, Ohio, and Elma, New York, July 1, 2025/PRNewswire / — TransDigm Group Incorporated (“TransDigm”) (NYSE: TDG) and Servotronics, Inc. |
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| June 30, 2025 |
Exhibit 99.1 TransDigm Announces Acquisition of the Simmonds Precision Products, Inc. Business of Goodrich Corporation from RTX Corporation Cleveland, Ohio, June 30, 2025 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) today announced it has entered into a definitive agreement to acquire the Simmonds Precision Products, Inc. Business (“Simmonds” or “the Company”) of Goodrich Corporation fr |
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| June 30, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SERVOTRONICS, INC. (Name of Subject Company (Issuer)) TDG RISE MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of TRANSDIGM INC. (Parent of Offeror) A Wholly Owned Subsidiary of TRANSDIGM GROUP IN |
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| June 2, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 122,631,977. |
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| June 2, 2025 |
Exhibit (a)(1)(A) Offer To Purchase For Cash All Outstanding Shares of Common Stock of SERVOTRONICS, INC. |
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| June 2, 2025 |
Exhibit (a)(1)(D) LETTER TO CLIENTS To Tender Shares of Common Stock of SERVOTRONICS, INC. |
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| June 2, 2025 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| June 2, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of SERVOTRONICS, INC. |
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| June 2, 2025 |
Exhibit (a)(1)(F) Letter of Instruction to the ESOP Instruction Form to Instruct the ESOP Trustees to To Tender Shares of Common Stock of SERVOTRONICS, INC. |
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| June 2, 2025 |
Exhibit (d)(4) PERSONAL AND CONFIDENTIAL March 18, 2025 JJ Rathbun TransDigm Inc. 1350 Euclid Avenue Cleveland, OH 44115 Re: CONFIDENTIALITY AGREEMENT Dear JJ: In connection with your consideration of a possible transaction (“Transaction”) with a to-be-disclosed publicly-traded corporation known as “Project Rise” (the “Company”), you have requested certain confidential and other information concer |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SERVOTRONICS, INC. (Name of Subject Company (Issuer)) TDG RISE MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of TRANSDIGM INC. (Parent of Offeror) A Wholly Owned Subsidiary of TRANSDIGM GROUP INCORPORATED (Parent |
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| June 2, 2025 |
Exhibit (a)(1)(C) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES To Tender Shares of Common Stock of SERVOTRONICS, INC. |
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| May 20, 2025 |
Exhibit 4.1 EXECUTION VERSION TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 20, 2025 6.375% Senior Subordinated Notes due 2033 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 31 SECTION 1.03. |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SERVOTRONICS, INC. (Name of Subject Company (Issuer)) TDG RISE MERGER SUB, INC. (Offeror) A Wholly Owned Subsidiary of TRANSDIGM INC. (Parent of Offeror) A Wholly Owned Subsidiary of TRANSDIGM GROUP INCORPORATED (Parent |
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| May 19, 2025 |
Press Release, dated May 19, 2025 Exhibit 99.1 TransDigm Group and Servotronics, Inc. Announce Acquisition Agreement Cleveland, Ohio, and Elma, New York, May 19, 2025/PRNewswire / — TransDigm Group Incorporated (“TransDigm”) (NYSE: TDG) and Servotronics, Inc. (“Servotronics”) (NYSE American: SVT) today announced a definitive merger agreement providing for Servotronics to become an indirect wholly owned subsidiary of TransDigm. Tra |
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| May 16, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 TransDigm Group Incorporated Conflict Minerals Report For the Reporting Period of January 1, 2024 to December 31, 2024 This Conflict Minerals Report (this “Report”) is filed as Exhibit 1.01 to the Specialized Disclosure Form on Form SD filed by TransDigm Group Incorporated and its affiliates with respect to calendar year 2024 as required by Exchange Act Rule 13p-1 (the “Rule”) and Ite |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1350 Euclid Avenue, Suite 1600, Cleveland, Ohio 44115 (Address of prin |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 6, 2025 |
TransDigm Announces Retirement of Kevin Stein as CEO and Current Co-COO Mike Lisman as Successor Exhibit 99.1 TransDigm Announces Retirement of Kevin Stein as CEO and Current Co-COO Mike Lisman as Successor Cleveland, Ohio, May 6, 2025 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) (“TransDigm” or the “Company”) announced today that Kevin Stein will retire as President and Chief Executive Officer of TransDigm, following his more than ten years of service in senior leadership position |
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| May 6, 2025 |
TransDigm Group Reports Fiscal 2025 Second Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2025 Second Quarter Results Cleveland, Ohio, May 6, 2025/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the second quarter ended March 29, 2025. Second quarter highlights include: •Net sales of $2,150 million, up 12% from $1,919 |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissio |
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| May 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransD |
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| May 6, 2025 |
Exhibit 22.1 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated, are unconditionally guaranteed, on a joint and several basis, by TransDigm Group Incorporated and each of the subsidiaries listed below under “Subsidiary Guarantors.” Description 5.50% senior subordinated no |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissio |
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| March 7, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| February 4, 2025 |
Exhibit 22.1 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated, are unconditionally guaranteed, on a joint and several basis, by TransDigm Group Incorporated and each of the subsidiaries listed below under “Subsidiary Guarantors.” Description 5.50% senior subordinated no |
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| February 4, 2025 |
TransDigm Group Reports Fiscal 2025 First Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2025 First Quarter Results Cleveland, Ohio, February 4, 2025/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the first quarter ended December 28, 2024. First quarter highlights include: •Net sales of $2,006 million, up 12% from $1 |
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| February 4, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| February 4, 2025 |
Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is CPI International, Inc. . 2. The Certificate of Incorporation of the corporation is hereby amended by changing the Article thereof numbered FIRST so th |
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| February 4, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is CPI Intermediate Holdings, Inc. . 2. The Certificate of Incorporation of the corporation is hereby amended by changing the Article thereof numbered FIR |
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| February 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 28, 2024 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 Tra |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 7, 2024 |
Second Amended and Restated Limited Liability Company Agreement of Sensor Concepts, LLC Exhibit 3.258 Second Amended and Restated Limited Liability Company Agreement OF Sensor Concepts, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Sensor Concepts, LLC, a Delaware limited liability company (the “Company”), does hereby execute this Second Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as of th |
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| November 7, 2024 |
Subsidiaries of TransDigm Group Incorporated Exhibit 21.1 SUBSIDIARIES OF TRANSDIGM GROUP INCORPORATED TransDigm Inc. is a 100% owned subsidiary of TransDigm Group Incorporated. TransDigm Inc. owns directly or indirectly the following subsidiaries: Name of Subsidiary Jurisdiction of Incorporation or Organization 4455 Genesee Properties, LLC Delaware 4455 Genesee Street, LLC Delaware 17111 Waterview Pkwy LLC Delaware Acme Aerospace, Inc. Dela |
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| November 7, 2024 |
Fourth Amended and Restated Limited Liability Company Agreement of Space Electronics LLC Exhibit 3.274 Fourth Amended and Restated Limited Liability Company Agreement OF Space Electronics LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Space Electronics LLC, a Delaware limited liability company (the “Company”), does hereby execute this Fourth Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as of |
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| November 7, 2024 |
Certificate of Articles of Incorporation of TestVonics, Inc. Exhibit 3.288 State of New Hampshire Department of State OFFICE OF SECRETARY OF STATE CERTIFIED COPY I, David M. Scanlan, Secretary of State of the State of New Hampshire, do hereby certify that the attached is a true copy of BUSINESS FORMATION(07/25/1997) as a New Hampshire Profit Corporation of TESTVONICS, INC. as filed in this office and held in the custody of the Secretary of State. Documents |
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| November 7, 2024 |
Listing of Subsidiary Guarantors Exhibit 22.1 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated, are unconditionally guaranteed, on a joint and several basis, by TransDigm Group Incorporated and each of the subsidiaries listed below under “Subsidiary Guarantors.” Description 5.50% senior subordinated no |
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| November 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2024 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransDigm |
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| November 7, 2024 |
Exhibit 10.67 EXECUTION VERSION SIXTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This SIXTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 28, 2024, is entered into by and among the following parties: (i)TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as Seller; (ii)TRANSDIGM INC., a Delaware corporation, as Servicer; (iii)PNC BANK |
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| November 7, 2024 |
Exhibit 10.25 FORM OF OPTION AGREEMENT (FY25) – NAMED EXECUTIVE OFFICER STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to the TransDigm Group Incorporated 2019 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s commo |
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| November 7, 2024 |
Amended and Restated Certificate of Incorporation of Iceman Holdco, Inc. Exhibit 3.184 Iceman Holdco, Inc. Amended and Restated Certificate of Incorporation ARTICLE ONE The name of the Corporation is “Iceman Holdco, Inc.” (hereinafter called the “Corporation”) ARTICLE TWO The address of the Corporation’s registered office in the state of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The registered agent |
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| November 7, 2024 |
Second Amended and Restated Limited Liability Company Agreement of King Nutronics, LLC Exhibit 3.192 Second Amended and Restated Limited Liability Company Agreement OF King Nutronics, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of King Nutronics, LLC, a Delaware limited liability company (the “Company”), does hereby execute this Second Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as of this |
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| November 7, 2024 |
Second Amended and Restated Limited Liability Company Agreement of Raptor Labs HoldCo, LLC Exhibit 3.251 Second Amended and Restated Limited Liability Company Agreement OF Raptor Labs HoldCo, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Raptor Labs HoldCo, LLC, a Delaware limited liability company (the “Company”), does hereby execute this Second Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| November 7, 2024 |
Exhibit 19.1 TransDigm Group Incorporated Amended and Restated Insider Trading and Confidentiality Policy Statement April 2023 General Obligations of All Company Personnel Regarding Insider Trading This statement represents the Insider Trading and Confidentiality Policy adopted by the Board of Directors of TransDigm Group Incorporated (the “Company”) with respect to (i) the trading of securities i |
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| November 7, 2024 |
Second Amended and Restated Bylaws of TestVonics, Inc. Exhibit 3.289 SECOND AMENDED AND RESTATED BYLAWS OF TESTVONICS, INC., A NEW HAMPSHIRE CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of s |
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| November 7, 2024 |
TransDigm Group Reports Fiscal 2024 Fourth Quarter and Year-End Results Exhibit 99.1 TransDigm Group Reports Fiscal 2024 Fourth Quarter and Year-End Results Cleveland, Ohio, November 7, 2024/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the fourth quarter ended September 30, 2024. Fourth quarter highlights include: •Net sales of $2,185 millio |
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| November 7, 2024 |
First Amended and Restated Limited Liability Company Agreement of Medtherm Labs, LLC Exhibit 3.221 First Amended and Restated Limited Liability Company Agreement OF Medtherm Labs, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Medtherm Labs, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as of this 31 |
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| November 7, 2024 |
Exhibit 10.26 FORM OF OPTION AGREEMENT (FY25) – DIRECTORS STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2019 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set for |
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| November 7, 2024 |
First Amended and Restated Limited Liability Company Agreement of Raptor Labs Intermediate, LLC Exhibit 3.252 First Amended and Restated Limited Liability Company Agreement OF Raptor Labs Intermediate, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Raptor Labs Intermediate, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), ef |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Co |
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| September 20, 2024 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 17 and INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of September 19, 2024, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, as Administr |
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| September 20, 2024 |
Exhibit 4.1 EXECUTION VERSION TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of September 19, 2024 6.000% Senior Secured Notes due 2033 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 |
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| September 20, 2024 |
Exhibit 99.1 TransDigm Group Declares a Special Cash Dividend of $75.00 Per Share and Announces Successful Completion of Incremental Debt Cleveland, Ohio, September 20, 2024/PRNewswire / — TransDigm Group Incorporated (“TransDigm Group”) (NYSE: TDG) today announced that its Board of Directors has authorized and declared a special cash dividend of $75.00 on each outstanding share of common stock an |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| August 6, 2024 |
Exhibit 3.16 First Amended and Restated Limited Liability Company Agreement OF Iceman Intermediate Midco, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Iceman Intermediate Midco, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of t |
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| August 6, 2024 |
Exhibit 3.13 FIRST AMENDED AND RESTATED BYLAWS OF ICEMAN HOLDCO, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of such |
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| August 6, 2024 |
Exhibit 3.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MICROWAVE POWER PRODUCTS, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law EIMAC, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: (1) The name of the Corporation is EIMAC, Inc. The origi |
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| August 6, 2024 |
Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CATALYST HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Catalyst Holdings, Inc., a Delaware corporation (hereinafter called the "Corporation"), does hereby certify as follows: FIRST: Article FIRST of the Corporation's Certificate of Incorporation is hereby amended to read in |
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| August 6, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CPI INTERMEDIATE HOLDINGS, INC. It is hereby certified that the date of the filing of the original Certificate of Incorporation of CPI Intermediate Holdings, Inc. (the “Corporation”) with the Secretary of State of the State of Delaware was June 26, 2017. This Amended and Restated Certificate of Incorporation of the Corporation has be |
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| August 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2024 |
Exhibit 3.7 Third Amended and Restated Operating Agreement OF CPI Subsidiary Holdings LLC, A Delaware Limited Liability Company The undersigned, being the sole member of CPI Subsidiary Holdings LLC, a Delaware limited liability company (the “Company”), does hereby execute this Third Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 1st day of July, 20 |
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| August 6, 2024 |
Exhibit 3.5 State of Delaware Secretary of State Division of Corporations Delivered 08:44 AM 02/11/2011 FILED 08:51 AM 02/11/2011 SRV 110140359 – 4893919 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CPI INTERNATIONAL ACQUISITION, INC, Pursuant to Section 242 of the General Corporation Law of the State of Delaware CPI International Acquisition, Inc., a Delaware corporation ( |
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| August 6, 2024 |
Exhibit 3.6 THIRD AMENDED AND RESTATED BYLAWS OF CPI INTERNATIONAL INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of suc |
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| August 6, 2024 |
Exhibit 10.1 SEVENTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This SEVENTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 12, 2024, is entered into by and among the following parties: (i)TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as Seller; (ii)TRANSDIGM INC., a Delaware corporation, as Servicer; (iii)PNC BANK, NATIONAL ASS |
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| August 6, 2024 |
Exhibit 3.11 State of Delaware Secretary of State Division of Corporations Delivered 10:08 AM 04/08/2022 FILED 10:08 AM 04/08/2022 SR 20221367532 - File Number 6724974 CERTIFICATE OF INCORPORATION OF CONSTELLATION CPI HOLDCO, INC. ARTICLE ONE The name of the corporation is Constellation CPI Holdco, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered |
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| August 6, 2024 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc. |
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| August 6, 2024 |
Exhibit 3.8 First Amended and Restated Limited Liability Company Agreement OF CPI Subsidiary Holdings LLC, A Delaware Limited Liability Company The undersigned, being the sole member of CPI Subsidiary Holdings LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 6th |
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| August 6, 2024 |
Exhibit 3.12 CERTIFICATE OF CORRECTION OF CERTIFICATE OF INCORPORATION OF CONSTELLATION CPI HOLDCO, INC. Constellation CPI Holdco, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1.The name of the corporation is Constellation CPI Holdco, Inc. (the “Corporation”). 2.The Certificate of Incorporation of the Corporation (the “Certificate |
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| August 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 29, 2024 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransDi |
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| August 6, 2024 |
Exhibit 3.10 RESTATED BYLAWS OF MICROWAVE POWER PRODUCTS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of such other b |
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| August 6, 2024 |
TransDigm Group Reports Fiscal 2024 Third Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2024 Third Quarter Results Cleveland, Ohio, August 6, 2024/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the third quarter ended June 29, 2024. Third quarter highlights include: •Net sales of $2,046 million, up 17% from $1,744 m |
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| August 6, 2024 |
Exhibit 3.14 State of Delaware Secretary of State Division of Corporations Delivered 10:08 AM 04/08/2022 FILED 10:08AM 04/08/2022 SR 20221367538 - FileNumber 6724981 CERTIFICATE OF FORMATION OF CONSTELLATION CPI MIDCO, LLC This Certificate of Formation of Constellation CPI Midco, LLC (the "LLC") has been duly executed and is being filed by the undersigned, as an authorized person, to form a limite |
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| August 6, 2024 |
Exhibit 3.15 State of Delaware Secretary of State Division of Corporations Delivered 12:53 PM 04/11/2022 FILED 02:53 PM 04/11/2022 SR 20221397648 - FileNumber 6724981 CERTIFICATE OF CORRECTION TO CERTIFICATE OF FORMATION OF CONSTELLATION CPI MIDCO, LLC This undersigned, being duly authorized to execute and file this Certificate of Correction to Certificate of Formation for the purpose of correctin |
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| August 6, 2024 |
Exhibit 3.3 CERTIFICATE OF INCORPORATION OF CATALYST HOLDINGS, INC. FIRST: The name of the corporation is Catalyst Holdings, Inc. (the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, in the City of Dover, County of Kent. The name of its registered agent at that address is National Corporate Research, Ltd. THIRD: |
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| August 6, 2024 |
Exhibit 3.2 FIRST AMENDED AND RESTATED BYLAWS OF CPI INTERMEDIATE HOLDINGS, INC. A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transactio |
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| July 31, 2024 |
TransDigm Completes Acquisition of Raptor Scientific Exhibit 99.1 TransDigm Completes Acquisition of Raptor Scientific Cleveland, Ohio, July 31, 2024/PRNewswire / - TransDigm Group Incorporated (NYSE: TDG), today announced it has successfully completed its acquisition of Raptor Labs Holdco, LLC (“Raptor Scientific” or “the Company”), a portfolio company of L Squared Capital Partners, for approximately $655 million in cash, including certain tax bene |
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| July 31, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| June 26, 2024 |
investorday2024presentat 2024 TransDigm Analyst Day June 26, 2024 1 Exhibit 99.1 Agenda Time Event Presenter 8:30 Registration 9:00 Start Opening Remarks Nick Howley TDG Overview Kevin Stein Consistent Operating Model & Customer Value Overview Mike Lisman Management Process & Value Creation Joel Reiss Financial Review Sarah Wynne Mergers & Acquisitions Process Blake Kelleher Recent Acquisitions & |
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| June 6, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| June 6, 2024 |
Exhibit 99.1 TransDigm Completes Acquisition of the Electron Device Business of Communications & Power Industries (“CPI”) Cleveland, Ohio, June 6, 2024 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) today announced it has successfully completed its acquisition of the Electron Device Business (“the Company”) of Communications & Power Industries, a portfolio company of TJC, L.P., for approx |
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| June 4, 2024 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 16, LOAN MODIFICATION AGREEMENT and REFINANCING FACILITY AGREEMENT dated as of June 4, 2024, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, a |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 28, 2024 |
TransDigm Announces Acquisition of Raptor Scientific Exhibit 99.1 TransDigm Announces Acquisition of Raptor Scientific Cleveland, Ohio, May 28, 2024/PRNewswire / - TransDigm Group Incorporated (NYSE: TDG), today announced it has entered into a definitive agreement to acquire Raptor Labs Holdco, LLC (“Raptor Scientific” or “the Company”), a portfolio company of L Squared Capital Partners, for approximately $655 million in cash, including certain tax |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 22, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 22, 2024 |
TransDigm Announces Acquisition of SEI Industries LTD. Exhibit 99.1 TransDigm Announces Acquisition of SEI Industries LTD. Cleveland, Ohio, May 22, 2024/PRNewswire / - TransDigm Group Incorporated (NYSE: TDG), today announced that it has completed the acquisition of SEI Industries LTD (“SEI” or “the Company”). SEI Industries, headquartered in Delta, British Columbia, is a leading provider of highly engineered products for aerial firefighting and other |
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| May 17, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 TransDigm Group Incorporated Conflict Minerals Report For the Reporting Period of January 1, 2023 to December 31, 2023 This Conflict Minerals Report (this “Report”) is filed as Exhibit 1.01 to the Specialized Disclosure Form on Form SD filed by TransDigm Group Incorporated and its affiliates with respect to calendar year 2023 as required by Exchange Act Rule 13p-1 (the “Rule”) and Ite |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1350 Euclid Avenue, Suite 1600, Cleveland, Ohio 44115 (Address of prin |
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| May 7, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 30, 2024 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransD |
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| May 7, 2024 |
TransDigm Group Reports Fiscal 2024 Second Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2024 Second Quarter Results Cleveland, Ohio, May 7, 2024/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the second quarter ended March 30, 2024. Second quarter highlights include: •Net sales of $1,919 million, up 21% from $1,592 |
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| May 7, 2024 |
Exhibit 3.7 OPERATING AGREEMENT OF CALSPAN AERO SYSTEMS ENGINEERING LLC The undersigned, being the sole member of CALSPAN AERO SYSTEMS ENGINEERING LLC, a Minnesota limited liability company (the “Company”), does hereby execute this Operating Agreement of the Company (this “Operating Agreement”) effective as of this 16th day of January 2024. RECITALS WHEREAS, the Company was originally formed as a |
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| May 7, 2024 |
Exhibit 3.9 LIMITED LIABILITY COMPANY AGREEMENT OF CALSPAN TECHNOLOGY ACQUISITION LLC The undersigned, being the sole member of CALSPAN TECHNOLOGY ACQUISITION LLC, a Delaware limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”) effective as of this 12th day of January 2024. RECITALS WHERE |
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| May 7, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF FPT INDUSTRIES LLC This Certificate of Amendment to Certificate of Formation of FPT Industries LLC, (the “Company”) is being executed for the purpose of amending the Certificate of Formation of the Company, pursuant to Section 18-202 of the Delaware Limited Liability Company Act. The undersigned does hereby certify that: 1. The Ce |
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| May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissio |
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| May 7, 2024 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc. |
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| May 7, 2024 |
Exhibit 3.6 Office of the Minnesota Secretary of State Certificate of Organization I, Steve Simon, Secretary of State of Minnesota, do certify that: The following business entity has duly complied with the relevant provisions of Minnesota Statutes listed below, and is formed or authorized to do business in Minnesota on and after this date with all the powers, rights and privileges, and subject to |
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| May 7, 2024 |
Exhibit 3.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FPT INDUSTRIES LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of FPT Industries LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”) effective as o |
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| May 7, 2024 |
Exhibit 3.4 State of Delaware LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF CALSPAN JETS LLC The undersigned, for the purpose of formation of a limited liability company under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Title 6, Chapter 18 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identifi |
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| May 7, 2024 |
Exhibit 3.5 LIMITED LIABILITY COMPANY AGREEMENT OF CALSPAN JETS LLC The undersigned, being the sole member of CALSPAN JETS LLC, a Delaware limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”) effective as of this 5th day of January 2024. The Company was formed as a Delaware limited liabil |
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| May 7, 2024 |
Exhibit 3.8 State of Delaware LIMITED LIABILITY COMPANY CERTIFICATE OF FORMATION OF CALSPAN TECHNOLOGY ACQUISITION LLC The undersigned, for the purpose of formation of a limited liability company under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Title 6, Chapter 18 of the Delaware Code and the acts amendatory thereof and supplemental thereto, a |
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| May 7, 2024 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is FPT Industries LLC . 2. The Registered Office of the limited liability company in the S |
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| March 22, 2024 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 15, LOAN MODIFICATION AGREEMENT and REFINANCING FACILITY AGREEMENT dated as of March 22, 2024, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| March 22, 2024 |
Exhibit 4.3 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2024 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent to the INDENTURE Dated as of February 27, 2024 by and among TRANSDIGM, INC. TRANSDIGM |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| March 8, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 28, 2024 |
Exhibit 4.1 EXECUTION VERSION TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of February 27, 2024 6.375% Senior Secured Notes due 2029 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SE |
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| February 28, 2024 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 14 and INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT dated as of February 27, 2024, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, as Adm |
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| February 28, 2024 |
Exhbiit 4.3 EXECUTION VERSION TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of February 27, 2024 6.625% Senior Secured Notes due 2032 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SE |
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| February 13, 2024 |
TDG / TransDigm Group Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: TransDigm Group Inc Title of Class of Securities: Common Stock CUSIP Number: 893641100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* TransDigm Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893641100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 9, 2024 |
TDG / TransDigm Group Incorporated / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TransDigm Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893641100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 8, 2024 |
TransDigm Group Reports Fiscal 2024 First Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2024 First Quarter Results Cleveland, Ohio, February 8, 2024/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the first quarter ended December 30, 2023. First quarter highlights include: •Net sales of $1,789 million, up 28% from $1 |
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| February 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 30, 2023 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 Tra |
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| February 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| February 8, 2024 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc. |
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| February 8, 2024 |
Exhibit 10.1 AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of February 6, 2024 is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Kevin Stein (the “Executive”). RECITALS: WHEREAS, the Company and Executive are parties to the Second Amende |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| January 26, 2024 |
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| November 28, 2023 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 13 and INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of November 28, 2023, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO and GOLDMAN SACHS BANK USA, as Administra |
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| November 28, 2023 |
Exhibit 4.1 EXECUTION TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of November 28, 2023 7.125% Senior Secured Notes due 2031 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1. |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| November 9, 2023 |
Subsidiaries of TransDigm Group Incorporated Exhibit 21.1 SUBSIDIARIES OF TRANSDIGM GROUP INCORPORATED TransDigm Inc. is a 100% owned subsidiary of TransDigm Group Incorporated. TransDigm Inc. owns directly or indirectly the following subsidiaries: Name of Subsidiary Jurisdiction of Incorporation or Organization 703 City Center Boulevard, LLC Virginia 4455 Genesee Properties, LLC Delaware 4455 Genesee Street, LLC Delaware 17111 Waterview Pkw |
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| November 9, 2023 |
Exhibit 10.32 FORM OF OPTION AGREEMENT (2023) – DIRECTOR STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to the TransDigm Group Incorporated 2019 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par va |
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| November 9, 2023 |
Exhibit 99.1 TransDigm Group Reports Fiscal 2023 Fourth Quarter and Year-End Results, and Declares a Special Cash Dividend of $35.00 Per Share Cleveland, Ohio, November 9, 2023/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the fourth quarter ended September 30, 2023. The |
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| November 9, 2023 |
Exhibit 10.14 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Sarah Wynne (the “Executive”). This Agreement is a continuation of, and amends and restates in its entirety, the Employment Agreement, dated as of Novemb |
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| November 9, 2023 |
Exhibit 97 TRANSDIGM GROUP INCORPORATED Compensation Clawback Policy Effective October 2, 2023 Purpose As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of TransDigm Group Incorporated (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below). |
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| November 9, 2023 |
Exhibit 99.1 TransDigm Announces Acquisition of the Electron Device Business of Communications & Power Industries (“CPI”) Cleveland, Ohio, November 9, 2023 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) today announced it has entered into a definitive agreement to acquire the Electron Device Business (“the Company”) of Communications & Power Industries, a portfolio company of TJC, L.P., f |
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| November 9, 2023 |
Exhibit 10.31 FORM OF OPTION AGREEMENT (2023) – EXECUTIVE OFFICER STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to the TransDigm Group Incorporated [2014 / 2019] Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s co |
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| November 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| November 9, 2023 |
Listing of Subsidiary Guarantors Exhibit 22.1 LISTING OF SUBSIDIARY GUARANTORS The following series of senior subordinated and secured notes issued by TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated, are unconditionally guaranteed, on a joint and several basis, by TransDigm Group Incorporated and each of the subsidiaries listed below under “Subsidiary Guarantors.” Description 6.25% senior secured notes d |
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| November 9, 2023 |
Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Michael Lisman (the “Executive”). This Agreement is a continuation of, and amends and restates in its entirety, the Employment Agreement, dated as of July |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32833 TransDigm |
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| November 9, 2023 |
Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Joel Reiss (the “Executive”). This Agreement is a continuation of, and amends and restates in its entirety, the Employment Agreement, dated as of October 22, 2015, by and bet |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| November 9, 2023 |
Exhibit 10.24 TRANSDIGM GROUP INCORPORATED 2019 STOCK OPTION PLAN DIVIDEND EQUIVALENT PLAN Section 1. PURPOSE The purpose of this Plan is to provide certain participants in the Company’s 2019 Stock Option Plan with the right to receive dividend equivalent payments in the event that a dividend is declared by the Company in connection with a recapitalization or a similar corporate event. Section 2. |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| August 18, 2023 |
Exhibit 4.1 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of August 18, 2023 6.875% Senior Secured Notes due 2030 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definiti |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commi |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 8, 2023 |
Exhibit 3.15 First Amended and Restated Operating Agreement OF Calspan Air Services, LLC, A New York Limited Liability Company The undersigned, being the sole member of Calspan Air Services, LLC, a New York limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023. |
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| August 8, 2023 |
Exhibit 3.25 OPERATING AGREEMENT OF CALSPAN GENESEE, LLC A NEW YORK LIMITED LIABILITY COMPANY The undersigned, being the sole member of Calspan Genesee, LLC, a New York limited liability company (the “Company”), does hereby execute this Operating Agreement of the Company (this “Operating Agreement”), effective as of this 26th day of April, 2023. RECITALS WHEREAS, the Company was organized on April |
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| August 8, 2023 |
Exhibit 3.7 CERTIFICATE OF FORMATION OF ASHFORD PROPERTIES, LLC Filed by: Kreinik & Aaron, LLP 275 Madison Avenue 36th Floor New York, New York 10016 State of Delaware Secretary of State Division of Corporations Delivered 03:00 PM 10/27/2004 FILED 03:00 PM 10/27/2004 SRV 040776681 - 3873554 FILE CERTIFICATE OF FORMATION ASHFORD PROPERTIES, LLC FIRST: The name of the limited liability company is AS |
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| August 8, 2023 |
Exhibit 3.10 Office of the Minnesota Secretary of State Minnesota Business & Nonprofit Corporations Amendment to Articles of Incorporation Minnesota Statutes, Chapter 302A or 317A Read the instructions before completing this form. Filing Fee: $55 for expedited service in-person and online filings, $35 for mail 1. Corporate Name: (Required) Aero Systems Engineering, Inc. List the name of the compan |
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| August 8, 2023 |
Exhibit 3.24 FIRST AMENDED AND RESTATED BYLAWS OF CALSPAN TECHNOLOGY ACQUISTION CORPORATION, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and th |
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| August 8, 2023 |
Exhibit 3.23 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CALSPAN TECHNOLOGY ACQUISITION COMPANY Calspan Technology Acquisition Company, a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That the Board of Directors of said corporation, by written consent of its members, filed with the min |
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| August 8, 2023 |
Exhibit 3.30 RESTATED ARTICLES OF ORGANIZATION OF GENESEE HOLDINGS II, LLC UNDER SECTION 214 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW These Amended and Restated Articles of Organization (these “Restated Articles of Organization”) of Genesee Holdings II, LLC (the “Company”) have been duly executed by the sole member of the Company and are being filed by the undersigned in accordance with the p |
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| August 8, 2023 |
Exhibit 3.35 Second Amended and Restated Operating Agreement OF Genesee Holdings, LLC, A New York Limited Liability Company The undersigned, being the sole member of Genesee Holdings, LLC, a New York limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 5th day of June, 2023. RECIT |
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| August 8, 2023 |
Exhibit 3.28 Filed with the NYS Department of State on 04/24/2023 Filing Number: 230424000797 DOS ID: 6805798 Filed with the NYS Department of State on 04/24/2023 Filing Number: 230424000797 DOS ID: 6805798 |
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| August 8, 2023 |
Exhibit 3.11 THIRD AMENDED AND RESTATED BYLAWS OF CALSPAN AERO SYSTEMS ENGINEERING, INC., A MINNESOTA CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the |
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| August 8, 2023 |
Exhibit 3.14 ARTICLES OF ORGANIZATION OF CALSPAN AIR SERVICES, LLC Under Section 203 of the Limited Liability Company Law FIRST: The name of the limited liability company is Calspan Air Services, LLC, (the “Company”). SECOND: The county within this state in which the office of the limited liability company is to be located is Erie. THIRD: The Secretary of State is designated as agent of the limite |
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| August 8, 2023 |
Exhibit 3.26 Filed with the NYS Department of State on 04/25/2023 Filing Number: 230425003495 DOS ID: 6807700 Filed with the NYS Department of State on 04/25/2023 Filing Number: 230425003495 DOS ID: 6807700 |
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| August 8, 2023 |
Exhibit 3.27 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF ORGANIZATION OF CALSPAN GENESEE, LLC Under Section 211 of the New York Limited Liability Company Law The undersigned, being the authorized person of Calspan Genesee, LLC hereby certifies that: 1.The name of the Company is Calspan Genesee, LLC. 2.The Articles of Organization were filed by the New York State Department of State on April 25, 20 |
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| August 8, 2023 |
Exhibit 3.16 Office of the Minnesota Secretary of State Minnesota Business Corporation/Articles of Incorporation Minnesota Statutes, Chapter 302A The individual(s) listed below who is (are each) 18 years of age or older, hereby adopt(s) the following Articles of Incorporation: ARTICLE 1 - CORPORATE NAME: Calspan ASE Portugal, Inc. ARTICLE 2 - REGISTERED OFFICE AND AGENT(S), IF ANY AT THAT OFFICE: |
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| August 8, 2023 |
Exhibit 3.29 First Amended and Restated Operating Agreement OF CTHC LLC, A New York Limited Liability Company The undersigned, being the sole member of CTHC LLC, a New York limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023. RECITALS WHEREAS, the Company was |
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| August 8, 2023 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS TransDigm Group Incorporated has unconditionally guaranteed, on a joint and several basis, each of the following senior subordinated and secured notes with each of the subsidiaries listed below under “Subsidiary Guarantors. |
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| August 8, 2023 |
Exhibit 3.12 RESTATED ARTICLES OF ORGANIZATION OF CALSPAN AIR FACILITIES, LLC UNDER SECTION 214 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW These Amended and Restated Articles of Organization (these “Restated Articles of Organization”) of Calspan Air Facilities, LLC (the “Company”) have been duly executed by the sole member of the Company and are being filed by the undersigned in accordance with |
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| August 8, 2023 |
Exhibit 3.13 Second Amended and Restated Operating Agreement OF Calspan Air Facilities, LLC, A New York Limited Liability Company The undersigned, being the sole member of Calspan Air Facilities, LLC, a New York limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 5th day of June, |
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| August 8, 2023 |
Exhibit 3.18 RESTATED ARTICLES OF ORGANIZATION OF CALSPAN HOLDINGS, LLC UNDER SECTION 214 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW These Amended and Restated Articles of Organization (these “Restated Articles of Organization”) of Calspan Holdings, LLC (the “Company”) have been duly executed by the sole member of the Company and are being filed by the undersigned in accordance with the provisi |
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| August 8, 2023 |
Exhibit 3.21 Articles of Organization of a Virginia Limited Liability Company Section I: LLC Enter a unique name. It must contain limited liability company, limited company or an abbreviation. Complete a Name Availability Check to confirm the name is unique. Information LLC Name Calspan Systems, LLC LLC Contact Number (optional): LLC Email (optional): Section II: Principal Enter the complete physi |
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| August 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransDig |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| August 8, 2023 |
Exhibit 10.1 Execution Version FIFTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT This FIFTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 25, 2023, is entered into by and among the following parties: (i)TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as Seller; (ii)TRANSDIGM INC., a Delaware corporation, as Servicer; (iii)PNC BANK |
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| August 8, 2023 |
Exhibit 3.1 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION AT RICHMOND, JULY 16, 2019 The State Corporation Commission has found the accompanying articles submitted on behalf of 703 City Center Boulevard, LLC to comply with the requirements of law and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF ORGANIZATION be issued and admitted to record with t |
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| August 8, 2023 |
Exhibit 3.17 FIRST AMENDED AND RESTATED BYLAWS OF CALSPAN ASE PORTUGAL, INC., A MINNESOTA CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction |
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| August 8, 2023 |
Exhibit 3.19 Eighth Amended and Restated Operating Agreement OF Calspan Holdings, LLC, A New York Limited Liability Company The undersigned, being the sole member of Calspan Holdings, LLC, a New York limited liability company (the “Company”), does hereby execute this Eighth Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 5th day of June, 2023. RECIT |
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| August 8, 2023 |
Exhibit 3.22 State of Delaware Secretary of State Division of Corporations Delivered 05:42 PM 07/13/2020 FILED 05:42 PM 07/13/2020 SR 20206200726 - File Number 3235635 CERTIFICATE OF INCORPORATION OF CALSPAN TECHNOLOGY ACQUISITION COMPANY The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under t |
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| August 8, 2023 |
Exhibit 3.3 State of Delaware Secretary of State Division of Corporations Delivered 03:58 PM 09/10/2019 FILED 03:58 PM 09/10/2019 SR 20196962250 - File Number 7600702 CERTIFICATE OF FORMATION OF 4455 GENESEE PROPERTIES, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limit |
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| August 8, 2023 |
Exhibit 3.32 ARTICLES OF ORGANIZATION OF Genesee Holdings III, LLC Under Section 203 of the Limited Liability Company Law FIRST: The name of the limited liability company is: Genesee Holdings III, LLC SECOND: The county, within this state, in which the office of the limited liability company is to be located is ERIE. THIRD: The Secretary of State is designated as agent of the limited liability com |
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| August 8, 2023 |
Exhibit 3.34 RESTATED ARTICLES OF ORGANIZATION OF GENESEE HOLDINGS, LLC UNDER SECTION 214 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW These Amended and Restated Articles of Organization (these “Restated Articles of Organization”) of Genesee Holdings, LLC (the “Company”) have been duly executed by the sole member of the Company and are being filed by the undersigned in accordance with the provisi |
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| August 8, 2023 |
Exhibit 3.2 First Amended and Restated Operating Agreement OF 703 City Center Boulevard, LLC, A Virginia Limited Liability Company The undersigned, being the sole member of 703 City Center Boulevard, LLC, a Virginia limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of Ma |
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| August 8, 2023 |
TransDigm Group Reports Fiscal 2023 Third Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2023 Third Quarter Results Cleveland, Ohio, August 8, 2023/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the third quarter ended July 1, 2023. Third quarter highlights include: •Net sales of $1,744 million, up 25% from $1,398 mi |
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| August 8, 2023 |
Exhibit 3.33 First Amended and Restated Operating Agreement OF Genesee Holdings III, LLC, A New York Limited Liability Company The undersigned, being the sole member of Genesee Holdings III, LLC, a New York limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023. |
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| August 8, 2023 |
Exhibit 3.20 OPERATING AGREEMENT OF CALSPAN SYSTEMS, LLC A VIRGINIA LIMITED LIABILITY COMPANY The undersigned, being the sole member of Calspan Systems, LLC, a Virginia limited liability company (the “Company”), does hereby execute this Operating Agreement of the Company (this “Operating Agreement”), effective as of this 27th day of April, 2023. RECITALS WHEREAS, the Company was originally incorpo |
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| August 8, 2023 |
Exhibit 3.4 First Amended and Restated Limited Liability Company Agreement OF 4455 Genesee Properties, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of 4455 Genesee Properties, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effect |
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| August 8, 2023 |
Exhibit 3.8 First Amended and Restated Operating Agreement OF Ashford Properties, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of Ashford Properties, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023. RECIT |
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| August 8, 2023 |
Exhibit 3.9 Exhibit A SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AERO SYSTEMS ENGINEERING, INC. Article I NAME The name of the corporation (the “Corporation”) is Aero Systems Engineering, Inc. Article II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Minnesota, and the Corporation’s registered agent at the registered office is: Nat |
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| August 8, 2023 |
Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 12 dated as of June 16, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and as amended hereby, the “Amended Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (t |
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| August 8, 2023 |
Exhibit 3.31 Second Amended and Restated Operating Agreement OF Genesee Holdings II, LLC, A New York Limited Liability Company The undersigned, being the sole member of Genesee Holdings II, LLC, a New York limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 5th day of June, 2023. |
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| August 8, 2023 |
Exhibit 3.5 CERTIFICATE OF FORMATION 4455 GENESEE STREET, LLC FIRST: The name of the limited liability company is 4455 GENESEE STREET, LLC. SECOND: Its Registered Office is to be located at 3500 South Dupont Highway, Dover, Delaware 19901 in the county of Kent. The Registered Agent in charge thereof is W/K Incorporating Services, Inc. I, THE UNDERSIGNED, for the purpose of forming a limited liabil |
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| August 8, 2023 |
Exhibit 3.6 First Amended and Restated Operating Agreement OF 4455 Genesee Street, LLC, A Delaware Limited Liability Company The undersigned, being the sole member of 4455 Genesee Street, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023. REC |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| June 8, 2023 |
irroadshowjune2023presen TransDigm Non‐Deal Roadshow June 2023 Exhibit 99.1 FORWARD LOOKING STATEMENTS This presentation contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including information regarding our guidance for future periods. These forward‐looking statements are based on management’s current expectations and beliefs, as well a |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissi |
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| May 26, 2023 |
TransDigm Announces Retirement of COO Jorge L. Valladares III and New Senior Management Appointments Exhibit 99.1 TransDigm Announces Retirement of COO Jorge L. Valladares III and New Senior Management Appointments Cleveland, Ohio, May 26, 2023 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) (“the Company”) announced today the upcoming retirement of Chief Operating Officer Jorge L. Valladares III, the appointment of Mr. Valladares to the Company’s Board of Directors, the appointment of Mi |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1301 East 9th Street, Suite 3000, Cleveland, Ohio 44114 (Address of pr |
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| May 25, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 TransDigm Group Incorporated Conflict Minerals Report For the Reporting Period of January 1, 2022 to December 31, 2022 This Conflict Minerals Report (this “Report”) is filed as Exhibit 1.01 to the Specialized Disclosure Form on Form SD filed by TransDigm Group Incorporated and its affiliates with respect to calendar year 2022 as required by Exchange Act Rule 13p-1 (the “Rule”) and Ite |
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| May 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissio |
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| May 9, 2023 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS TransDigm Group Incorporated has unconditionally guaranteed, on a joint and several basis, each of the following senior subordinated and secured notes with each of the subsidiaries listed below under “Subsidiary Guarantors. |
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| May 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 TransDi |
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| May 9, 2023 |
TransDigm Group Reports Fiscal 2023 Second Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2023 Second Quarter Results Cleveland, Ohio, May 9, 2023/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the second quarter ended April 1, 2023. Second quarter highlights include: •Net sales of $1,592 million, up 20% from $1,327 m |
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| May 9, 2023 |
Exhibit 10.3 SEPARATION AND CONSULTING AGREEMENT This Agreement is entered into by TransDigm Inc. (“Company”) and Halle Martin (“Executive”). WHEREAS, Executive’s employment with Company ceased on February 3, 2023; WHEREAS, Company and Executive desire to set forth the benefits to which Executive will be entitled from Company in connection with the cessation of her employment with Company and her |
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| May 9, 2023 |
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of February 6, 2023, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Jessica Warren (the “Executive”). RECITALS: WHEREAS, the Executive is being promoted to the position of General Counsel, Chief Compliance Officer and Secretary of the Company; and WHEREAS, the parties would like to enter in |
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| May 9, 2023 |
Exhibit 10.2 TRANSDIGM GROUP INCORPORATED 2019 STOCK OPTION PLAN DIVIDEND EQUIVALENT PLAN Section 1. PURPOSE The purpose of this Plan is to provide certain participants in the Company’s 2019 Stock Option Plan with the right to receive dividend equivalent payments in the event that a dividend is declared by the Company in connection with a recapitalization or a similar corporate event. Section 2. D |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commissio |
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| May 8, 2023 |
TransDigm Completes Acquisition of Calspan Corporation Exhibit 99.1 TransDigm Completes Acquisition of Calspan Corporation Cleveland, Ohio, May 8, 2023 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) today announced it has successfully completed its acquisition of Calspan Corporation (“Calspan” or “the Company”) for approximately $725 million in cash, including certain tax benefits. TransDigm financed the acquisition through cash on hand. The |
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| March 14, 2023 |
TransDigm Announces Acquisition of Calspan Corporation Exhibit 99.1 TransDigm Announces Acquisition of Calspan Corporation Cleveland, Ohio, March 14, 2023 /PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG) today announced it has entered into a definitive agreement to acquire Calspan Corporation (“Calspan” or “the Company”). Acquisition of Calspan Corporation Calspan is a leading independent provider of highly engineered testing and technology dev |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commis |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Commiss |
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| March 9, 2023 |
EX-4.3 Exhibit 4.3 [Execution] FIRST SUPPLEMENTAL INDENTURE Dated as of March 9, 2023 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent to the INDENTURE Dated as of February 24, 2023 by and among TRANSDIGM, INC. TRANSDIGM |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 24, 2023 |
EX-4.1 Exhibit 4.1 [EXECUTION] TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of February 24, 2023 6.75% Senior Secured Notes due 2028 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SE |
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| February 24, 2023 |
EX-10.1 3 d450769dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 11, LOAN MODIFICATION AGREEMENT and REFINANCING FACILITY AGREEMENT dated as of February 24, 2023, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PA |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 13, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* TransDigm Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893641100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| February 9, 2023 |
TDG / TransDigm Group Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: TransDigm Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 893641100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| February 7, 2023 |
As filed with the Securities and Exchange Commission on February 7, 2023 As filed with the Securities and Exchange Commission on February 7, 2023 Registration No. |
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| February 7, 2023 |
TransDigm Group Reports Fiscal 2023 First Quarter Results Exhibit 99.1 TransDigm Group Reports Fiscal 2023 First Quarter Results Cleveland, Ohio, February 7, 2023/PRNewswire/ - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today reported results for the first quarter ended December 31, 2022. First quarter highlights include: •Net sales of $1,397 million, up 17% from $1 |
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| February 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Comm |
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| February 7, 2023 |
Exhibit 22 LISTING OF SUBSIDIARY GUARANTORS TransDigm Group Incorporated has unconditionally guaranteed, on a joint and several basis, each of the following registered debt securities with each of the subsidiaries listed below under “Subsidiary Guarantors. |
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| February 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2022 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-32833 Tra |
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| February 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) TransDigm Group Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $1. |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Rule 14a-12 TRANSDIGM GROUP INCORPORATED (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. |
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| December 14, 2022 |
Exhibit 10.1 AMENDMENT NO. 10, LOAN MODIFICATION AGREEMENT and REFINANCING FACILITY AGREEMENT dated as of December 14, 2022 relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT SUISSE AG, as existing Administrati |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32833 41-2101738 (State or other jurisdiction of incorporation) (Com |
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| November 10, 2022 |
Exhibit 10.28 AMENDMENT TO AMENDED AND RESTATED TRANSDIGM GROUP INCORPORATED 2014 STOCK OPTION PLAN DIVIDEND EQUIVALENT PLAN WHEREAS, TransDigm Group Incorporated (the ?Company?) currently maintains and sponsors the Amended and Restated TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan (the ?Plan?); and WHEREAS, the Compensation Committee of the Board of Directors of the |
