Obligation Transdigm Global 7.5% ( US893647BH98 ) en USD

Transdigm Global

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Etats-unis

US893647BH98 ( en USD )

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Prospectus brochure de l'obligation Transdigm INC US893647BH98 en USD 7.5%, échéance 15/03/2027

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550 000 000 USD

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15/09/2025 ( Dans 100 jours )

Transdigm Inc. est une société américaine spécialisée dans la conception, la fabrication et la maintenance de pièces détachées et de systèmes d'avionique pour l'industrie aérospatiale commerciale et militaire.

L'Obligation émise par Transdigm Global ( Etats-unis ) , en USD, avec le code ISIN US893647BH98, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2027

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-233103

PROSPECTUS
TransDigm Inc.

OFFER TO EXCHANGE

Up to $550,000,000 aggregate principal amount of its 7.500% Senior Subordinated Notes due 2027
registered under the Securities Act of 1933 for
any and all outstanding 7.500% Senior Subordinated Notes due 2027
that were issued on February 13, 2019

·
We are offering to exchange new registered 7.500% senior subordinated notes due 2027, which we refer to herein as the exchange notes, for all of our

outstanding unregistered 7.500% senior subordinated notes due 2027 that were issued on February 13, 2019, which we refer to herein as the original notes.

·
We refer herein to the original notes and exchange notes, collectively, as the notes.

·
The exchange offer expires at 5:00 p.m., New York City time, on September 16, 2019, unless extended. The exchange offer is subject to customary

conditions that we may waive.

·
All outstanding original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the

exchange notes.

·
Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

·
We believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes.

·
We will not receive any proceeds from the exchange offer.

·
The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will not have

transfer restrictions and you will not have registration rights.

·
If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

·
There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange notes on any securities exchange

or market quotation system.
See "Risk Factors" beginning on page 9 for a discussion of matters you should consider before you participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 16, 2019.
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TABLE OF CONTENTS

PAGE
NOTICE TO INVESTORS

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PROSPECTUS SUMMARY

1
RISK FACTORS

9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

17
USE OF PROCEEDS

18
THE EXCHANGE OFFER

19
DESCRIPTION OF OTHER INDEBTEDNESS

29
DESCRIPTION OF THE EXCHANGE NOTES

34
BOOK-ENTRY, DELIVERY AND FORM

84
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

88
PLAN OF DISTRIBUTION

94
LEGAL MATTERS

95
EXPERTS

95
WHERE YOU CAN FIND MORE INFORMATION

95
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

96
This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will
provide this information to you at no charge upon written or oral request directed to Investor Relations, TransDigm Group Incorporated, 1301 East 9th
Street, Suite 3000, Cleveland, Ohio 44114 (telephone number (216) 706-2945). In order to ensure timely delivery of this information, any request
should be made by September 9, 2019, five business days prior to the expiration date of the exchange offer.
No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this
prospectus in connection with the exchange offer. If given or made, such information or representations must not be relied upon as having been authorized
by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has not been
any change in the facts set forth in this prospectus or in our affairs since the date hereof.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as
amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection
with resales of the exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make
this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."

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NOTICE TO INVESTORS
This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer you
to the actual agreements for complete information relating to those agreements. All summaries of such agreements contained in this prospectus or
incorporated by reference into this prospectus are qualified in their entirety by this reference. To the extent that any such agreement is attached as an exhibit
to this registration statement, we will make a copy of such agreement available to you upon request.
The notes will be available in book-entry form only. The notes exchanged pursuant to this prospectus will be issued in the form of one or more
global certificates, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in its name or in the name of
Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfer of the global certificates will be effected only
through, records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in
exchange for global certificates only in the limited circumstances set forth in the indenture, dated as of February 13, 2019, governing the notes, which we
refer to herein as the indenture. See "Book-Entry, Delivery and Form."

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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and in documents we file with the Securities and Exchange
Commission, or the SEC, that are incorporated by reference in this prospectus. This summary may not contain all of the information that may be
important to you. You should read the entire prospectus and the information incorporated by reference in this prospectus carefully, including the
financial statements and the related notes incorporated by reference in this prospectus, before you decide to participate in the exchange offer. This
prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of certain factors, including those discussed in the "Risk Factors" and other sections of
this prospectus and in the documents incorporated by reference in this prospectus. Unless the context otherwise requires, references in this
prospectus to "we," "us," "our" and "the Company" refer to TransDigm Group Incorporated, TransDigm Inc. and its subsidiaries.
Our Company
We believe we are a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial
and military aircraft in service today. Our business is well diversified due to the broad range of products we offer to our customers. We estimate that
about 90% of our net sales for fiscal year 2018 were generated by proprietary products. In addition, for fiscal year 2018, we estimate that we
generated about 80% of our net sales from products for which we are the sole source provider.
Most of our products generate significant aftermarket revenue. Once our parts are designed into and sold on a new aircraft, we generate net sales
from aftermarket consumption over the life of that aircraft, which is generally estimated to be approximately 25 to 30 years. A typical platform can be
produced for 20 to 30 years, giving us an estimated product life cycle in excess of 50 years. We estimate that approximately 60% of our net sales in
fiscal year 2018 were generated from aftermarket sales, the vast majority of which came from the commercial and military aftermarkets. These
aftermarket revenues have historically produced a higher gross margin and been more stable than sales to original equipment manufacturers, or
OEMs.
We primarily design, produce and supply highly engineered proprietary aerospace components (and certain systems/subsystems) with
significant aftermarket content. We seek to develop highly customized products to solve specific needs for aircraft operators and manufacturers. We
attempt to differentiate ourselves based on engineering, service and manufacturing capabilities. We typically choose not to compete for
non-proprietary "build to print" business because it frequently offers lower margins than proprietary products. We believe that our products have
strong brand names within the industry and that we have a reputation for high quality, reliability and customer support.
Our business is well diversified due to the broad range of products that we offer to our customers. Some of our more significant 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, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized
lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military
personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.
Our customers include: (1) distributors of aerospace components; (2) worldwide commercial airlines, including national and regional airlines;
(3) large commercial transport and regional and business aircraft OEMs;

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(4) various armed forces of the United States and friendly non-U.S. governments; (5) defense OEMs; (6) system suppliers; and (7) various other
industrial customers. For the year ended September 30, 2018, Airbus S.A.S. (which includes Satair A/S, a distributor of commercial aftermarket parts
to airlines throughout the world) accounted for approximately 11% of our net sales and The Boeing Company (which includes Aviall, Inc., also a
distributor of commercial aftermarket parts to airlines throughout the world) accounted for approximately 10% of our net sales. Our top ten customers
for fiscal year 2018 accounted for approximately 43% of our net sales. Products supplied to many of our customers are used on multiple platforms.
Recent Developments
On February 13, 2019, TransDigm Inc. issued in private offerings to qualified institutional buyers in accordance with Rule 144A under the
Securities Act and to persons outside the United States under Regulation S under the Securities Act: (i) $4.0 billion combined aggregate principal
amount of 6.25% senior secured notes due 2026, or the secured notes, which consisted of $3.8 billion aggregate principal amount of secured notes at
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an issue price of 100% of the principal amount thereof that TransDigm Inc. agreed to sell on January 30, 2019 and $200 million aggregate principal
amount of secured notes at an issue price of 101% of the principal amount thereof that TransDigm Inc. agreed to sell on February 1, 2019; and (ii)
$550 million aggregate principal amount of the original notes, at an issue price of 100% of the principal amount thereof. The secured notes and the
original notes are guaranteed, with certain exceptions, by TransDigm Group Incorporated, or TD Group, and TransDigm UK Holdings plc, or TD UK,
and certain of TransDigm Inc.'s existing and future U.S. subsidiaries on a senior secured basis and senior subordinated basis, respectively. The
secured notes are secured by a first-priority security interest in substantially all the assets of TransDigm Inc., TD Group and TD UK and each other
guarantor on an equal and ratable basis with any other existing and future senior secured debt, including indebtedness under TransDigm Inc.'s senior
secured credit facilities.
TransDigm Inc. used the net proceeds from the offerings of the secured notes to fund the purchase price for its acquisition, or the Esterline
Acquisition, of all of the outstanding stock of Esterline Technologies Corporation, or Esterline, which closed on March 14, 2019. TransDigm Inc. used
the net proceeds from the offering of the original notes, along with cash on hand, to redeem all of its outstanding 5.50% senior subordinated notes due
2020, or the 2020 notes.
On May 15, 2019, TD UK completed the registered exchange for its 6.875% Senior Subordinated Notes due 2026, or the UK notes. The
exchange offer was required by the registration rights agreement entered into in connection with the issuance of the UK notes.
On July 21, 2019, we entered into a binding offer with Eaton Corporation PLC, or Eaton, for the acquisition by Eaton of the shares of Souriau
SAS, Souriau USA Inc. and Sunbank Family of Companies LLC, which comprise the Souriau-Sunbank Connection Technologies business for a cash
purchase price of approximately $920 million. The transaction is subject to execution and delivery of a purchase agreement and other definitive
agreements, the satisfaction or waiver of customary closing conditions and receipt of required regulatory approvals. The parties expect to complete the
transaction during fourth calendar quarter of 2019.
On August 6, 2019, we entered into a definitive agreement to sell our Esterline Interface Technology group of businesses, or EIT, to an affiliate
of KPS Capital Partners, LP for approximately $190 million. EIT was acquired by TransDigm Inc. as part of the Esterline Acquisition. Subject to
regulatory approvals and customary closing conditions, the parties expect to complete the transaction during the first quarter of fiscal 2020.
On August 6, 2019, we announced that our board of directors authorized and declared a special one-time cash dividend of $30.00 on each
outstanding share of common stock and cash dividend equivalent payments on options granted under our stock option plans. The record date for the
special dividend is August 16, 2019, and the payment date for the dividend is August 23, 2019.

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Summary of the Exchange Offer
On February 13, 2019, we issued the original notes in a transaction exempt from registration under the Securities Act. In connection with the
offering of the original notes, we entered into a registration rights agreement, dated as of February 13, 2019, relating to the notes, which we refer to
herein as the registration rights agreement, with the initial purchasers of the notes. In the registration rights agreement, we agreed to offer the
exchange notes, which will be registered under the Securities Act, in exchange for the original notes. The exchange offer is intended to satisfy our
obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the original notes. You should read the
discussions under the headings "Prospectus Summary--Summary of the Terms of the Exchange Notes--Description of the Exchange Notes" for
information regarding the exchange notes.

The Exchange Offer
This is an offer to exchange, in minimum denominations of $2,000 and multiples of $1,000 in
excess thereof, exchange notes for like amounts of original notes. The exchange notes are
substantially identical to the original notes, except that the exchange notes generally will be
freely transferable. Based upon interpretations by the staff of the SEC, set forth in no action
letters issued to unrelated third parties, we believe that you can transfer the exchange notes
without complying with the registration and prospectus delivery provisions of the Securities Act
if you:

· ?acquire the exchange notes in the ordinary course of your business;

· ?are not and do not intend to become engaged in a distribution of the exchange notes;

· ?are not an "affiliate" (within the meaning of the Securities Act) of ours;

· ?are not a broker-dealer (within the meaning of the Securities Act) that acquired the original
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notes from us or our affiliates; and

· ?are not a broker-dealer (within the meaning of the Securities Act) that acquired the original
notes in a transaction as part of its market-making or other trading activities.

If any of these conditions are not satisfied and you transfer any exchange note without delivering
a proper prospectus or without qualifying for a registration exemption, you may incur liability
under the Securities Act. See "The Exchange Offer--Purpose of the Exchange Offer."
Registration Rights Agreement
Under the registration rights agreement, we have agreed to use our reasonable best efforts to
consummate the exchange offer or cause the original notes to be registered under the Securities
Act to permit resales. If we are not in compliance with our obligations under the registration
rights agreement, liquidated damages will accrue on the original notes in addition to the interest
that otherwise is due on the original notes. If the exchange offer is completed on the terms and
within the time period contemplated by this prospectus, no liquidated damages will be payable on
the original notes. The exchange notes will not contain any provisions regarding the payment of
liquidated damages. See "The Exchange Offer--Liquidated Damages."
Minimum Condition
The exchange offer is not conditioned on any minimum aggregate principal amount of original
notes being tendered in the exchange offer.

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Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on September 16, 2019, unless
we extend it.
Exchange Date
We will accept original notes for exchange at the time when all conditions of the exchange offer
are satisfied or waived. We will deliver the exchange notes promptly after we accept the original
notes.
Conditions to the Exchange Offer
Our obligation to complete the exchange offer is subject to certain conditions. See "The
Exchange Offer--Conditions to the Exchange Offer." We reserve the right to terminate or
amend the exchange offer at any time prior to the expiration date upon the occurrence of certain
specified events.
Withdrawal Rights
You may withdraw the tender of your original notes at any time before the expiration of the
exchange offer on the expiration date. Any original notes not accepted for any reason will be
returned to you without expense as promptly as practicable after the expiration or termination of
the exchange offer.
Procedures for Tendering Original Notes
See "The Exchange Offer--How to Tender."
United States Federal Income Tax
We believe that the exchange of the original notes for the exchange notes will not be a taxable
Consequences
exchange for U.S. federal income tax purposes and that holders will not recognize any taxable
gain or loss as a result of such exchange. See "Certain U.S. Federal Income Tax Considerations."
Effect on Holders of Original Notes
If the exchange offer is completed on the terms and within the period contemplated by this
prospectus, holders of original notes will have no further registration or other rights under the
registration rights agreement, except under limited circumstances. See "The Exchange Offer--
Other."

Holders of original notes who do not tender their original notes will continue to hold those
original notes. All untendered, and tendered but unaccepted original notes, will continue to
be subject to the transfer restrictions provided for in the original notes and the indenture.
To the extent that original notes are tendered and accepted in the exchange offer, the
trading market, if any, for the original notes could be adversely affected. See "Risk Factors
--Risks Associated with the Exchange Offer--You may not be able to sell your original
notes if you do not exchange them for registered exchange notes in the exchange offer,"
"Risk Factors--Risks associated with the Exchange Offer--Your ability to sell your
original notes may be significantly more limited and the price at which you may be able to
sell your original notes may be significantly lower if you do not exchange them for
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registered exchange notes in the exchange offer" and "The Exchange Offer--Other."
Appraisal Rights
Holders of original notes do not have appraisal or dissenters' rights under applicable law or the
indenture. See "The Exchange Offer--Terms of the Exchange Offer."

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Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes pursuant to the
exchange offer.
Exchange Agent
The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture, is serving
as the exchange agent in connection with this exchange offer.

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Summary of the Terms of the Exchange Notes

Issuer
TransDigm Inc.
Exchange Notes
$550,000,000 aggregate principal amount of 7.500% Senior Subordinated Notes due 2027.
Maturity Date
The notes will mature on March 15, 2027.
Interest
The interest on the exchange notes will accrue at 7.500% per annum, payable semiannually in
arrears on March 15 and September 15 and commencing on September 15, 2019.
Guarantees
The notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured
senior subordinated basis, by TD Group, our publicly traded parent company, TD UK and, other
than immaterial subsidiaries, all of our existing and future U.S. subsidiaries. Other than TD UK,
our non-U.S. subsidiaries do not guarantee the notes. As of the date of this prospectus, other than
TD UK, we have 120 non-U.S. subsidiaries (69 of which have immaterial tangible assets and
liabilities (excluding intercompany debt)). See "Description of the Exchange Notes--Ranking--
Liabilities of Subsidiaries versus Notes and Guarantees."
Ranking
The exchange notes will be our unsecured senior subordinated obligations. The exchange notes
and guarantees will rank:

· ?junior to all of our and the guarantors' existing and future senior indebtedness, including any
borrowings under our senior secured credit facilities, amounts outstanding under our A/R
Facility (as defined below) and our $4,000 million aggregate principal amount of secured
notes issued in February 2019;

· ?equally in right of payment with any of our and the guarantors' existing and future senior
subordinated indebtedness, including our $1,150 million aggregate principal amount of 2022
notes issued in June 2014, which we refer to herein as the 2022 notes, our $1,200 million
aggregate principal amount of 2024 notes issued in June 2014, which we refer to herein as the
2024 notes, our $450 million aggregate principal amount of 2025 notes issued in May 2015
and our $300 million aggregate principal amount of 2025 notes issued in February 2017,
which we refer to herein, collectively, as the 2025 notes, our $950 million aggregate principal
amount of 2026 notes issued in June 2016, which we refer to herein as the 2026 notes, and
TD UK's $500 million aggregate principal amount of UK notes; and

· ?senior in right of payment to any of our and the guarantors' future indebtedness that is, by its
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terms, expressly subordinated in right of payment to the notes.

As of June 29, 2019, the notes ranked junior in right of payment to $11.8 billion of our senior
indebtedness, $11.5 billion of which was secured by substantially all of the assets of TransDigm
Inc. and the

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guarantors and $300 million of which consisted of amounts outstanding under TransDigm Inc.'s
A/R Facility, which was secured by the trade receivables underlying such facility. None of the
foregoing amounts of indebtedness reflect amounts that may be drawn in the future from time to
time under TransDigm Inc.'s senior secured credit facilities and A/R Facility, which would also
be so secured and rank senior in right of payment to the notes.

In addition, the terms of the notes, the 2022 notes, the 2024 notes, the 2025 notes, the 2026 notes,
the UK notes, and the secured notes would permit us and the guarantors to incur additional senior
debt, which could include secured debt.
Optional Redemption
We may at our option redeem the notes at any time and from time to time after issuance, in
whole or in part, in cash at the redemption prices described in this prospectus, plus accrued and
unpaid interest to the date of redemption. See "Description of the Exchange Notes--Optional
Redemption."
Change of Control
If a change of control event occurs, each holder of notes will have the right to require us to
purchase all or a portion of its notes at a purchase price equal to 101% of the principal amount of
the notes, plus accrued and unpaid interest to the date of purchase. See "Description of the
Exchange Notes--Change of Control."
Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit the ability
of TransDigm Inc. and its restricted subsidiaries to:

· ?incur or guarantee additional indebtedness or issue preferred stock;

· ?pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated
debt;

· ?make investments;

· ?sell assets;

· ?enter into agreements that restrict distributions or other payments from restricted subsidiaries
to TransDigm Inc.;

· ?incur or suffer to exist liens securing indebtedness;

· ?consolidate, merge or transfer all or substantially all of our assets;

· ?engage in transactions with affiliates;

· ?create unrestricted subsidiaries; and

· ?engage in certain business activities.

The limitations are subject to a number of important qualifications and exceptions, including a
qualification that, upon the achievement and maintenance of a specified financial threshold, most
of the limitations on the ability of TransDigm Inc. and its restricted subsidiaries to pay
distributions on or redeem or repurchase capital stock, repurchase subordinated debt or make
investments will not apply. See "Description of the Exchange Notes--Certain Covenants."

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Covenant Suspension
At any time when the notes are rated investment grade by Moody's Investors Service, Inc., or
Moody's Investors Service, and S&P Global Ratings, a division of S&P Global Inc., or S&P
Global Ratings, and no default has occurred and is continuing under the indenture, TransDigm
Inc. and its restricted subsidiaries will not be subject to many of the foregoing covenants with
respect to the notes. However, if TransDigm Inc. and its restricted subsidiaries are not subject to
such covenants and, on any subsequent date, one or both of such rating agencies withdraws its
investment grade ratings assigned to such notes or downgrades the rating assigned to such notes
below an investment grade rating, or if a default or event of default occurs and is continuing, then
TransDigm Inc. and its restricted subsidiaries will again become subject to such covenants. See
"Description of the Exchange Notes--Certain Covenants."

In addition, subject to certain exceptions, if either TransDigm Inc. or TD Group is acquired by an
entity that has received an investment grade rating from both Moody's Investors Service and
S&P Global Ratings, and such entity files current and periodic reports with the SEC, the
requirement in the indenture governing the notes that either TransDigm Inc. or TD Group file
current and periodic reports with the SEC will be suspended. See "Description of the Exchange
Notes--Certain Covenants."
Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes pursuant to the
exchange offer.
Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee for the holders of the notes.
Governing Law
The notes, the indenture and the other documents for the offering of the exchange notes are
governed by the laws of the State of New York.
For additional information about the notes, see the section of this prospectus entitled "Description of the Exchange Notes."
Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals
that we must obtain in connection with the exchange offer.
Risk Factors
Participating in the exchange offer involves certain risks. You should carefully consider the information under "Risk Factors" and in Item 1A
"Risk Factors" in our Annual Report on Form 10-K for the year ended September 30, 2018 and all other information included or incorporated by
reference in this prospectus before participating in the exchange offer.
Principal Offices
Our executive offices are located at 1301 East 9th Street, Suite 3000, Cleveland, Ohio 44114 and our telephone number is (216) 706-2960. Our
website address is http://www.transdigm.com. Our website and the information contained on, or that can be accessed through, our website are not part
of this prospectus.

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RISK FACTORS
Participating in the exchange offer involves risks. You should carefully consider the risks described below and in Item 1A "Risk Factors" in our
Annual Report on Form 10-K for the year ended September 30, 2018, together with the other information contained or incorporated by reference in this
prospectus, before you decide to participate in the exchange offer. Any of the following risks, as well as other risks and uncertainties, could harm the value
of the notes, directly, or our business and financial results, and thus indirectly cause the value of the notes to decline. The risks described below are not the
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only ones that could impact our company or the value of the notes. Additional risks and uncertainties not currently known to us or that we currently deem
to be immaterial may also materially and adversely affect our business, financial condition or results of operations. As a result of any of these risks, known
or unknown, you may lose all or part of your investment in the notes.
Risks Relating to the Notes
Our substantial indebtedness could adversely affect our financial health and could harm our ability to react to changes in our business and prevent us
from fulfilling our obligations under our indebtedness, including the notes.
We have a significant amount of indebtedness. As of June 29, 2019, our outstanding indebtedness was approximately $16.8 billion. Accordingly,
indebtedness would represent approximately 109% of our total capitalization as of June 29, 2019.
Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of,
interest on or other amounts due in respect of our indebtedness, including the notes, the 2022 notes, the 2024 notes, the 2025 notes, the 2026 notes, the UK
notes and the secured notes. Our substantial debt could also have other important consequences to investors.
For example, it could:

·
increase our vulnerability to general economic downturns and adverse competitive and industry conditions;

·
increase the risk we are subjected to downgrade or put on a negative watch by the ratings agencies;

·
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the

availability of our cash flow to fund working capital requirements, capital expenditures, acquisitions, research and development efforts and
other general corporate purposes;

·
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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place us at a competitive disadvantage compared to competitors that have less debt; and

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limit, along with the financial and other restrictive covenants contained in the documents governing our indebtedness, among other things, our

ability to borrow additional funds, make investments and incur liens.
In addition, all of our debt under the senior secured credit facilities, which, as of June 29, 2019, included $7.5 billion in term loans, $726.0 million of
commitments under our revolving loan facility that remained undrawn and the $350 million A/R Facility, which had $50 million in unused capacity, bears
interest at floating rates. Accordingly, in the event that interest rates increase, our debt service expense will also increase. At June 29, 2019, four interest
rate swap agreements were in place to hedge the variable interest rates on the Tranche G term loans for a fixed rate based on an aggregate notional amount
of $500 million through December 31, 2021, on an aggregate notional amount of $400 million through September 30, 2022, on an

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aggregate notional amount of $900 million from December 31, 2021 through June 28, 2024 and on an aggregate notional amount of $400 million from
September 30, 2022 through June 28, 2024. Also, one interest rate cap agreement was in place to offset the variable interest rates on the Tranche G term
loans based on an aggregate notional amount of $400 million through December 31, 2021. At June 29, 2019, two interest rate swap agreements were in
place to hedge the variable interest rates on the Tranche F term loans for a fixed rate based on an aggregate notional amount of $1,000 million through
June 30, 2021 and on an aggregate notional amount of $1,400 million from June 30, 2021 through March 31, 2023. Also, one interest rate cap agreement
was in place to offset the variable interest rates on the Tranche F term loans based on an aggregate notional amount of $400 million through June 30, 2021.
At June 29, 2019, four interest rate swap agreements were in place to hedge the variable interest rates on the Tranche E term loans for a fixed rate based on
an aggregate notional amount of $750 million through June 30, 2020, on an aggregate notional amount of $500 million through March 31, 2025, on an
aggregate notional amount of $750 million from June 30, 2020 through June 30, 2022 and on an aggregate notional amount of $1,500 million from June 30,
2022 through March 31, 2025. Finally, two interest rate cap agreements were in place to offset the variable interest rates on the Tranche E term loans based
on an aggregate notional amount of $750 million through June 30, 2020 and on an aggregate notional amount of $750 million from June 30, 2020 through
June 30, 2022. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us
under our credit facilities or otherwise in amounts sufficient to enable us to service our indebtedness. If we cannot service our debt, we will have to take
actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks
associated with our substantial leverage.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. For example, as of June 29, 2019, we had
approximately $726.0 million of unused commitments under our revolving loan facility and $50 million of unused capacity under our A/R Facility (with the
availability of such capacity being dependent on the amount of our outstanding trade receivables). Although the indentures governing the notes, the 2022
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notes, the 2024 notes, the 2025 notes, the 2026 notes, the UK notes, the secured notes and our senior secured credit facilities contain restrictions on the
incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred
in compliance with these qualifications and exceptions could be substantial. Upon consummation of the exchange offer, we expect to have capacity to incur
additional indebtedness, which could be in the form of senior secured indebtedness.
Any additional borrowings could be senior to the notes and the related guarantees. If we incur additional debt, the risks associated with our
substantial leverage would increase.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control,
and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.
Our ability to make payments on and to refinance our indebtedness, including the notes, the 2022 notes, the 2024 notes, the 2025 notes, the 2026
notes, the UK notes, the secured notes, amounts borrowed under the senior secured credit facilities and amounts due under our A/R Facility, and to fund our
operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control.
We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and
operating improvements will be realized on schedule or at all or that future borrowings will be available to us under the senior secured credit facilities or
otherwise in amounts sufficient to enable us to service our indebtedness, including the notes, the 2022 notes, the 2024 notes, the 2025 notes, the

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2026 notes, the UK notes, the secured notes, amounts borrowed under the senior secured credit facilities and amounts due under our A/R Facility, or to fund
our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets,
restructuring or refinancing our debt or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected
on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our
financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants,
which could further restrict our business operations. The terms of existing or future debt instruments, the indentures governing the notes, the 2022 notes,
the 2024 notes, the 2025 notes, the 2026 notes, the UK notes, the secured notes and the senior secured credit facilities may restrict us from adopting any of
these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result
in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms and would otherwise adversely affect
the notes.
Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.
Our subsidiaries own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of our
indebtedness, including the notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such
cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay
amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions
to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain
circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits
the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations
are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make
required principal and interest payments on our indebtedness, including the notes.
The terms of the senior secured credit facilities and the indentures relating to the 2022 notes, the 2024 notes, the 2025 notes, the 2026 notes, the UK
notes, the secured notes and the notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain
actions.
Our senior secured credit facilities and the indentures governing the 2022 notes, the 2024 notes, the 2025 notes, the 2026 notes, the UK notes, the
secured notes and the notes contain a number of restrictive covenants that impose significant operating and financial restrictions on the Company and may
limit our ability to engage in acts that may be in our long-term best interests. The senior secured credit facilities and indentures include covenants
restricting, among other things, our ability to (subject, in each case, to certain important exceptions):

·
incur or guarantee additional indebtedness or issue preferred stock;

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pay distributions on, redeem or repurchase our capital stock or redeem or repurchase our subordinated debt;

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make investments;

·
sell assets;
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Document Outline

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