TransDigm in $3 Billion Offering and Concurrent Tender Offer

Cleary Gottlieb is representing TransDigm Inc. (TransDigm), a wholly owned subsidiary of TransDigm Group Inc. (TD Group), in an offering of $3 billion of its 6.75% senior secured notes due 2035 and in a concurrent tender offer to repurchase all $2.1 billion outstanding of its 6.75% senior secured notes due 2028.

The notes were offered in a private placement in the United States pursuant to Rule 144A and outside of the United States pursuant to Regulation S. The notes offering launched and priced, and the tender offer launched, on September 14, 2026. The notes offering is expected to close on September 28, 2026, and the early settlement date for the tender offer is expected to occur on September 29, 2026.

TD Group, through its wholly owned subsidiary, TransDigm, is a leading global designer, producer, and supplier of highly engineered aircraft components that are critical to the safe and effective operation of nearly all commercial and military aircraft worldwide. TransDigm’s products are represented in nearly every commercial and military aircraft in service today, and its business is well diversified due to the broad range of products offered to its customers.

The Cleary team included partners Lesley Janzen, Duane McLaughlin, and Matt Mao; counsel Elizabeth Chang; and associates Carla Martini, Nicholas Pokas, Aditi Thakur, Gursheen Cheema, Madeline Byers, and Kylee Nguyen. Partner Matt Brigham and associate Julia Huang advised on tax matters. Partner Victor Chiu advised on security interest matters. Partner Samuel Chang and associate Ryan Brown advised on sanctions matters. Partner Alex van der Gaag and associates Harry Renshaw and Richelle Khor advised on English law matters. Partner Marcela Robledo and associate Gabriela Landolfo advised on intellectual property matters. Partner Gregory Larkin and associate Vicente Alayo-Matos advised on 1940 Act matters. Partner Liz Dyer advised on executive compensation and employee benefits matters.