Obligation Transdigm Corp 6.875% ( US89365DAB91 ) en USD

Transdigm Corp

101.7 % ⇌

Etas-Unis

US89365DAB91 ( en USD )

6.875% par an ( paiement semestriel )

15/05/2026

Prospectus brochure de l'obligation TransDigm Group US89365DAB91 en USD 6.875%, échéance 15/05/2026

200 000 USD

499 490 000 USD

89365DAB9

B ( Très spéculatif )

B3 ( Très spéculatif )

15/11/2025 ( Dans 11 jours )

TransDigm Group est une société américaine spécialisée dans la conception, la fabrication et la commercialisation de systèmes et de composants d'aérospatiale et de défense pour les marchés commerciaux et militaires.

L'Obligation émise par Transdigm Corp ( Etas-Unis ) , en USD, avec le code ISIN US89365DAB91, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2026

L'Obligation émise par Transdigm Corp ( Etas-Unis ) , en USD, avec le code ISIN US89365DAB91, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Transdigm Corp ( Etas-Unis ) , en USD, avec le code ISIN US89365DAB91, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228336
PROSPECTUS
TransDigm UK Holdings plc

OFFER TO EXCHANGE

Up to $500,000,000 aggregate principal amount of its 6.875% Senior Subordinated Notes due 2026
registered under the Securities Act of 1933 for
any and all of its outstanding 6.875% Senior Subordinated Notes due 2026
that were issued on May 8, 2018

·
We are offering to exchange new registered 6.875% senior subordinated notes due 2026, which we refer to herein as the exchange notes, for all of our

outstanding unregistered 6.875% senior subordinated notes due 2026 that were issued on May 8, 2018, 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 May 9, 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All outstanding original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the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Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.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. It is intended that an application will be made to the Irish Stock Exchange trading as
Euronext Dublin for the admission of the exchange notes to the Official List and trading on the Global Exchange Market of Euronext Dublin. The Global

Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. There is no assurance that the exchange notes will be listed on the
Official List of Euronext Dublin or admitted to trading on the Global Exchange Market.
See "Risk Factors" beginning on page 10 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 April 11, 2019.
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Table of Contents
TABLE OF CONTENTS

PAGE
NOTICE TO INVESTORS

ii
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

ii
NOTICE TO INVESTORS IN THE UNITED KINGDOM

ii
PROSPECTUS SUMMARY

1
RISK FACTORS

10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

19
USE OF PROCEEDS

20
THE EXCHANGE OFFER

21
DESCRIPTION OF OTHER INDEBTEDNESS

31
DESCRIPTION OF THE EXCHANGE NOTES

36
BOOK-ENTRY, DELIVERY AND FORM

88
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

92
CERTAIN UNITED KINGDOM TAX CONSIDERATIONS

97
PLAN OF DISTRIBUTION

99
LISTING AND GENERAL INFORMATION

99
LEGAL MATTERS

102
EXPERTS

102
WHERE YOU CAN FIND MORE INFORMATION

102
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

103

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 May 2, 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, including Clearstream Banking, S.A., or Clearstream, and Euroclear Bank S.A./N.V., as operator
of the Euroclear System, or Euroclear. After the initial issuance of the global certificates, notes in certificated form will be issued in exchange for global
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certificates only in the limited circumstances set forth in the indenture, dated as of May 8, 2018, governing the notes, which we refer to herein as the
indenture. See "Book-Entry, Delivery and Form."
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
The exchange notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, or MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC, as amended, or the Insurance Mediation Directive, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC, as amended, or the Prospectus Directive. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended, or the PRIIPs Regulation, for offering or selling the notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document and any other material in relation to the exchange notes described herein are only being distributed to, and are only directed at,
persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (and amendments thereto) and
Section 86(7) of the Financial Services and Markets Act 2000 (United Kingdom), as amended, or the FSMA, that are also (i) investment professionals
falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended, or the Order, or (ii) persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of the Order or (iii) persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any notes may be communicated or caused to be
communicated in circumstances in which Section 21(1) of the FSMA does not apply to us (all such persons together being referred to as relevant persons).
The exchange notes are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such exchange notes will be engaged
only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
The exchange notes are not being offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of
securities to the public in the United Kingdom within the meaning of Part VI of the FSMA.

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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, including
TransDigm UK Holdings plc.
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
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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; (4) various armed forces of the United States and friendly non-U.S.
governments; (5) defense OEMs; (6) system

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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
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 7.50% senior subordinated notes due 2027, or the 2027 notes, at an issue price of 100% of the principal
amount thereof. The secured notes and the 2027 notes are guaranteed, with certain exceptions, by TransDigm Group Incorporated and TransDigm UK
Holdings plc 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., TransDigm Group
Incorporated and TransDigm UK Holdings plc 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 2027 notes, along with cash on hand, to redeem all of its outstanding 5.50% Senior Subordinated Notes due
2020, or the 2020 notes.
We refer to the Esterline Acquisition and the related transactions, including the offerings of the secured notes, the use of the proceeds thereof
and the redemption of Esterline's outstanding 3.625% Senior Notes due 2023, along with the offering of the 2027 notes, the use of proceeds thereof,
along with cash on hand, to redeem all of the outstanding 2020 notes and the exchange offer, collectively, as the 2019 Transactions

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Summary of the Exchange Offer
On May 8, 2018, 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 May 8, 2018, 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 $200,000 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
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 May 9, 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.
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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."
United Kingdom Tax Considerations
We believe that the exchange of the original notes for the exchange notes will not be a taxable
exchange for United Kingdom tax purposes and that holders will not recognize any taxable gain

or loss as a result of such exchange. See "Certain United Kingdom 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 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 registered exchange notes in the

exchange offer" and "The Exchange Offer--Other."

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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."
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 UK Holdings plc, or the Issuer.
Exchange Notes

$500,000,000 aggregate principal amount of 6.875% Senior Subordinated Notes due 2026.
Maturity Date

The notes will mature on May 15, 2026.
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Interest
The interest on the notes will accrue at 6.875% per annum, payable semiannually in arrears on

May 15 and November 15 and commencing on November 15, 2018.
Guarantees
The notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured
senior subordinated basis, by TransDigm Inc., the indirect parent company of the Issuer,
TransDigm Group Incorporated, or TD Group, the publicly traded parent company of TransDigm
Inc., and, other than immaterial subsidiaries, all of TD Group's existing and future U.S.
subsidiaries. TD Group's non-U.S. subsidiaries do not guarantee the notes. As of the date of this
prospectus, other than the Issuer, TD Group had 124 foreign subsidiaries (73 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. After giving effect to
the 2019 Transactions, the exchange notes and guarantees will rank:

· ?junior to all of our and the guarantors' existing and future senior indebtedness, including any
borrowings under TransDigm Inc.'s senior secured credit facilities, amounts outstanding
under TransDigm Inc.'s A/R Facility (as defined below) and the secured notes;

· ?equally in right of payment with any of our and the guarantors' existing and future senior
subordinated indebtedness, including TransDigm Inc.'s $1,150 million aggregate principal
amount of 2022 notes issued in June 2014, which we refer to herein as the 2022 notes,
TransDigm Inc.'s $1,200 million aggregate principal amount of 2024 notes issued in June
2014, which we refer to herein as the 2024 notes, TransDigm Inc.'s $450 million aggregate
principal amount of 2025 notes issued in May 2015 and $300 million aggregate principal
amount of 2025 notes issued in February 2017, which we refer to herein, collectively, as the
2025 notes, TransDigm Inc.'s $950 million aggregate principal amount of 2026 notes issued
in June 2016, which we refer to herein as the 2026 notes, and the 2027 notes; and

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

terms, expressly subordinated in right of payment to the notes.

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As of December 29, 2018, on a pro forma basis after giving effect to the 2019 Transactions, the
notes would have ranked junior in right of payment to $11.9 billion of our senior indebtedness,
$11.6 billion of which was secured by substantially all of the assets of TransDigm Inc. and the
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, after giving effect to the 2019 Transactions the terms of the notes, the 2022 notes, the
2024 notes, the 2025 notes, the 2026 notes, the 2027 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--

Redemption."
Optional Redemption for Tax Reasons
We may redeem the notes in whole, but not in part, at any time, if as a result of any changes in
tax laws or our interpretation, we become obliged to pay any Additional Amounts (as defined in
"Description of the Exchange Notes--Additional Amounts"). If we decide to redeem the notes
following such change, we must redeem the notes at a price equal to the principal amount of the
notes plus accrued and unpaid interest to the date of redemption. See "Description of the

Exchange Notes--Optional Redemption for Tax Reasons
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Additional Amounts
All payments made by us or any guarantor with respect to the notes or guarantees will be made
without withholding or deduction for taxes unless required by law. If we or any guarantor are
required by law to withhold or deduct for such taxes with respect to a payment to the holders of
notes, we or the applicable guarantor, as the case may be, will pay such Additional Amounts
necessary so that the net amount received by any holder of notes after the withholding or
deduction is not less than the amount that such holder would have received in the absence of the
withholding or deduction, subject to certain exceptions. See "Description of the Exchange Notes

--Additional Amounts
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;

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· ?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."
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
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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."
Listing
It is intended that application will be made to the Irish Stock Exchange trading as Euronext
Dublin for the exchange notes to be admitted to the Official List and trading on the Global
Exchange Market of Euronext Dublin. The Global Exchange Market is not a regulated market for
the purposes of Directive 2004/39/EC. There is no assurance that the exchange notes will be
listed on the Official List of Euronext Dublin or admitted to trading on the Global Exchange

Market thereof.

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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.
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
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.
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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 December 29, 2018, our total indebtedness, excluding approximately $16.1 million of letters of
credit outstanding, was approximately $12.9 billion, which was approximately 115% of our total book capitalization as a result of our prior year special
dividends being funded, in part, with indebtedness and the addition of approximately $1.1 billion in net new incremental borrowings during fiscal 2018. As
of December 29, 2018, on a pro forma basis after giving effect to the 2019 Transactions, our outstanding indebtedness would have been approximately
$16.9 billion. Accordingly, indebtedness would represent approximately 112% of our total capitalization as of December 29, 2018 on a pro forma basis
after giving effect to the 2019 Transactions.
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 2027
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;

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

· 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 December 29, 2018, included $7.6 billion in term loans,
$583.9 million of commitments under our revolving loan facility that

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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 December 29, 2018, 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 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 30, 2021. At December 29, 2018, three 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 28, 2019, on an aggregate notional amount of $1,000 million
from June 28, 2019 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 December 29, 2018, 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 December 29, 2018, after giving
effect to the 2019 Transactions we would have had approximately $583.9 million of unused commitments under our revolving loan facility and $50 million
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Document Outline

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