TransDigm Group Announces Proposed Private Offering of $500 Million Senior Subordinated Notes due 2020

CLEVELAND, Oct. 10, 2012 /PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG) announced today that its wholly-owned subsidiary, TransDigm Inc. (the "Company"), is planning, subject to market and other conditions, to offer $500 million aggregate principal amount of senior subordinated notes due 2020 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). TransDigm Group has received from its lenders the requisite consents to a previously announced proposed amendment to its senior secured credit facilities, which was a condition of the offering of the Notes.  It is expected that the Notes will be guaranteed, with certain exceptions, by TransDigm Group, and all of the Company's existing and future domestic subsidiaries on a senior subordinated basis.

The Company intends to use all or a portion of the net proceeds from the offering of the Notes, together with the net proceeds of the borrowing of $150.0 million of additional incremental term loans and cash on hand, to fund a dividend in the range of $450 million to $850 million to the holders of the common stock of TransDigm Group, to pay related transaction expenses and for general corporate purposes.

This is not an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

About TransDigm Group

TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices,  specialized  AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and lighting and control technology.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

All forward-looking statements involve risks and uncertainties which could affect TransDigm Group's actual results and could cause its actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited to: the sensitivity of our business to the number of flight hours that our customers' planes spend aloft and our customers' profitability, both of which are affected by general economic conditions; future terrorist attacks; our reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our substantial indebtedness; potential environmental liabilities; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group's Annual Report on Form 10-K and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law, TransDigm Group undertakes no obligation to revise or update the forward-looking statements contained in this press release.

SOURCE TransDigm Group Incorporated

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