8-K

 

 

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 15, 2012

 

 

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 principal executive offices)   (Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants’ under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

On February 15, 2012, TransDigm completed the acquisition of AmSafe Global Holdings, Inc. (“AmSafe”), for a total purchase price on a cash free, debt free basis of approximately $750 million in cash from a group controlled by Berkshire Partners LLC and Greenbriar Equity Group LLC. AmSafe is a leading supplier of innovative, highly engineered and proprietary safety and restraint equipment used primarily in the global aerospace industry. The acquisition was previously announced on January 20, 2012.

 

Item 7.01 Regulation FD Disclosure

A copy of the February 15, 2012 press release announcing the acquisition is attached to this Report as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

 

  99.1         Press Release issued February 15, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TRANSDIGM GROUP INCORPORATED

By:

  /s/ Gregory Rufus
 

 

  Gregory Rufus
 

Executive Vice President, Chief

Financial Officer and Secretary

Date: February 15, 2012


Exhibit Index

 

Exhibit No.

  

Description

99.1    Press Release issued February 15, 2012.