TransDigm completes $3.0B 6.75% senior secured notes due 2035

TransDigm Group Incorporated said that on September 28, 2026 its wholly owned subsidiary TransDigm Inc. completed the previously announced offering of $3 billion of 6.75% Senior Secured Notes maturing January 2035 at 100.00% of principal, and that it intends to use the net proceeds to repurchase $2.1 billion of 6.75% Senior Secured Notes due 2028 under a concurrent tender offer launched September 14, 2026, and for general corporate purposes.

TransDigm closed a previously announced $3.0 billion senior secured notes offering on September 28, 2026 — a completed financing that puts new 6.75% notes due 2035 on the books, with net proceeds aimed at a concurrent tender for near-dated 2028 paper rather than a fresh acquisition headline.

$3.0 billion of 6.75% senior secured notes due 2035

On September 28, 2026, TransDigm Inc., a wholly owned subsidiary of TransDigm Group Incorporated (NYSE: TDG), completed the previously announced offering of $3 billion of new 6.75% Senior Secured Notes maturing January 2035 at an issue price of 100.00% of principal. The close is recorded in TransDigm Group's Form 8-K AccNo 0001193125-26-406037 under Items 1.01 and 2.03 (creation of a direct financial obligation), filed September 29, 2026.

The notes were issued in a private placement to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Interest accrues at 6.75% per annum from September 28, 2026 and is payable in arrears on January 31 and July 31, commencing January 31, 2027. The notes mature on January 31, 2035 unless earlier redeemed or repurchased.

Use of proceeds and concurrent 2028 tender

TransDigm Group said it intends to use the net proceeds to repurchase the Issuer's outstanding $2.1 billion 6.75% Senior Secured Notes due 2028 under a concurrent tender offer that launched on September 14, 2026, and for general corporate purposes. The Form 8-K states that intention; it does not report that the tender's early settlement has already completed.

Indenture, security, and guarantees

The notes were issued under an indenture dated as of September 28, 2026 among TransDigm Inc., as issuer; TransDigm Group Incorporated, as a guarantor; the subsidiary guarantors party thereto; 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. The indenture is filed as Exhibit 4.1; the form of note is included as Exhibit 4.2 within that exhibit.

As of the issue date, the notes are the Issuer's senior secured obligations and are guaranteed on a senior secured basis by TransDigm Group and each of the Issuer's direct and indirect restricted subsidiaries that is a party to the indenture and that is a borrower or guarantor under the Issuer's senior secured credit facilities. From and after the issue date, future guarantee mechanics follow the indenture's stated exceptions and capital-markets thresholds.

Covenant package (as summarized in the 8-K)

The indenture, as summarized in the Form 8-K, limits the Issuer and certain subsidiaries — among other things — from incurring or guaranteeing additional indebtedness or issuing preferred stock; paying distributions on, or redeeming or repurchasing, capital stock or subordinated debt; making certain investments; engaging in certain affiliate transactions; consummating certain asset sales; effecting a consolidation or merger or disposing of all or substantially all assets; incurring or suffering liens securing indebtedness; and engaging in certain business activities. Customary events of default apply, including acceleration mechanics for the trustee or holders of at least 25% in principal amount of then-outstanding notes.

Why the notes close matters

This filing converts TransDigm's September notes launch into a sealed close: $3.0 billion of long-dated secured paper is issued, and the company points the proceeds at refinancing $2.1 billion of 6.75% notes due 2028 via the already-launched tender, with residual capacity for general corporate purposes. Readers should separate the completed notes issuance from any later tender settlement print.

What the close disclosure does not settle

The Form 8-K does not state that the concurrent tender's early settlement has completed, does not report the amount of 2028 notes actually accepted or settled, and does not update leverage or liquidity metrics for the post-close capital structure. Cleary Gottlieb's counsel marketing page still framed the notes close as expected as of its September 18 write-up; the sealed 8-K is the controlling primary for completion.

Sources & evidence

Primary evidence is TransDigm Group Incorporated Form 8-K AccNo 0001193125-26-406037 (Items 1.01, 2.03, and 9.01), with the September 28, 2026 indenture filed as Exhibit 4.1.