TransDigm Prices $2.65 Billion Notes Offering to Refinance 2027 Debt

TransDigm Group has priced a $2.65 billion offering of 6.375% Senior Subordinated Notes due 2033, issued through its subsidiary TransDigm Inc., at 99.225% of face value. The transaction, set to close on May 20, 2025, is intended to refinance the company’s outstanding 5.500% Senior Subordinated Notes due 2027 and cover related fees.

The new notes will be guaranteed by TransDigm Group and select subsidiaries. The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.

The refinancing aims to optimize the company’s capital structure, extend maturities, and reduce near-term debt obligations, aligning with TransDigm’s long-term financial strategy.

TransDigm Announces $2.65 Billion Senior Subordinated Notes Offering to Redeem 2027 Notes

TransDigm Group Incorporated (NYSE: TDG) disclosed that its wholly-owned subsidiary, TransDigm Inc., intends to offer $2.65 billion in senior subordinated notes in a private placement, subject to market conditions. The offering will be made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
Use of Proceeds:
TransDigm plans to use the proceeds—along with cash on hand—to redeem all outstanding 5.500% Senior Subordinated Notes due 2027, and to cover related transaction fees and expenses.
Additional Details:
• The notes will be guaranteed by TransDigm Group and certain subsidiaries.
• The offering is part of TransDigm’s capital management strategy to reduce interest expense and extend maturities.
• This is not a public offering, and the securities will not be registered under the Securities Act.
The company cautioned that the transaction is subject to risks and uncertainties, including market conditions and successful completion of the offering. Further updates will depend on these developments.

TransDigm CEO Kevin Stein to Retire; Co-COO Mike Lisman Named Successor

TransDigm Group announced that President and CEO Kevin Stein will retire effective September 30, 2025, after more than a decade in senior leadership. Co-Chief Operating Officer Mike Lisman will assume the role of President and CEO, while Stein will remain on the Board and act as an advisor through March 2026 to support the leadership transition.

Lisman, who joined TransDigm in 2015, has held various key roles including CFO and EVP with operational oversight. He previously worked in private equity at Warburg Pincus and holds degrees from Notre Dame (B.S. in Aerospace Engineering) and Harvard Business School (MBA).

Chairman W. Nicholas Howley emphasized the smooth succession planning, stating the Board is confident in Lisman's ability to continue executing the company’s value-driven strategy. Stein expressed gratitude for his tenure and support for Lisman’s appointment. Lisman said he is honored to lead the company into its next chapter.

TransDigm Group Q2 2025 Earnings Summary

TransDigm Group delivered strong second-quarter results for fiscal year 2025, with robust growth across commercial aftermarket and defense markets. The company reaffirmed full-year guidance while emphasizing disciplined capital returns and sustained margin strength.

• Net Sales: $2.15 billion, up 12% from $1.92 billion in Q2 2024
• Net Income: $479 million, up 19%
• GAAP EPS: $8.24, up 18% from $6.97
• Adjusted EPS: $9.11, up 14% from $7.99
• EBITDA: $1.09 billion, up 18.5%
• EBITDA As Defined: $1.16 billion, up 13.8% (margin of 54.0%)

YTD 2025 Highlights (26 Weeks):
• Net Sales: $4.16 billion, up 12.1%
• Net Income: $972 million, up 23.7%
• GAAP EPS: $15.86 vs. $11.83
• Adjusted EPS: $16.94 vs. $15.15
• EBITDA As Defined: $2.22 billion, margin of 53.5%

Share Repurchases:
• Repurchased 42,669 shares in Q2 for $53 million
• Bought an additional 105,567 shares in April for $131 million
• Total FY2025 repurchases to date: ~$500 million

Fiscal 2025 Guidance (Reaffirmed):
• Net Sales: $8.75B – $8.95B (11.5% growth midpoint)
• Net Income: $1.93B – $2.04B
• GAAP EPS: $32.27 – $34.19
• Adjusted EPS: $35.51 – $37.43
• EBITDA As Defined: $4.62B – $4.76B (margin ~52.9%)
• Market Growth Assumptions:
o Commercial OEM: Low to mid single digits
o Commercial Aftermarket: High single to low double digits
o Defense: High single to low double digits

Transdigm second quarter earnings report and conference call set for tuesday, may 6, 2025

TransDigm Group announced it will release its fiscal 2025 second quarter earnings results before the market opens on Tuesday, May 6, 2025. The company will host a conference call at 11:00 a.m. Eastern Time the same day, with registration required for telephonic participation and a live audio webcast available at www.transdigm.com.

TransDigm, through its subsidiaries, is a major global supplier of highly engineered aerospace components, offering products ranging from actuators, ignition systems, and valves to cockpit security systems and advanced sensor products, serving nearly all commercial and military aircraft currently in operation.

TransDigm Group Incorporated held its Annual Meeting of Shareholders on March 6, 2025. Shareholders re-elected all ten director nominees, including David A. Barr, Michael Graff, Sean P. Hennessy, W. Nicholas Howley, Gary E. McCullough, Robert J. Small, Kevin M. Stein, Jorge L. Valladares III, Jane M. Cronin, and Michele L. Santana.

Shareholders also ratified Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. Additionally, in an advisory vote, shareholders approved the compensation paid to the company’s named executive officers.

No other matters were brought before shareholders for a vote at the meeting.

TransDigm Group Reports Strong Fiscal 2025 First Quarter Results

Cleveland, Ohio, February 4, 2025 /PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG), a global leader in designing, producing, and supplying engineered aircraft components, has reported strong first-quarter results for the fiscal year 2025, ending December 28, 2024.

Key Highlights:
- Net sales reached $2,006 million, a 12% increase compared to $1,789 million in the same period last year.
- Net income surged by 29% to $493 million, up from $382 million in the prior year’s quarter.
- Earnings per share (EPS) hit $7.62, a 56% rise from $4.88 in the previous year’s quarter.
- EBITDA As Defined increased by 16% to $1,061 million, with a margin of 52.9%.
- Adjusted EPS came in at $7.83, up 9% from $7.16 a year ago.

Financial Performance Overview:
TransDigm’s organic sales growth for the quarter stood at 6.6%, contributing to the overall 12.1% increase in net sales. The company’s value-driven operating strategy, combined with lower non-cash expenses, helped boost net income. However, the increase was partially offset by higher interest expense, income tax expense, and acquisition-related costs.

The company also noted that GAAP earnings per share were reduced by dividend equivalent payments made during each quarter. The impact of these payments was $0.83 per share for the first quarter of fiscal 2025, compared to $1.75 per share in the same period last year.

CEO Statement:
Kevin Stein, President and CEO of TransDigm, commented, "I am very pleased with our first-quarter operating results and strong start to fiscal 2025. Our revenue growth was driven by the commercial aftermarket and defense markets. Our EBITDA As Defined margin of 52.9% reflects strong operational performance and cost management. Additionally, we returned approximately $316 million of capital to shareholders through share repurchases, reflecting our commitment to generating value."

Share Repurchase Activity:
During the quarter, TransDigm repurchased 252,800 shares of its common stock, totaling approximately $316 million at an average price of $1,248.65 per share.

Outlook for Fiscal 2025:
TransDigm reaffirmed its fiscal 2025 guidance, maintaining its sales and EBITDA As Defined expectations. The company anticipates net sales to range from $8.75 billion to $8.95 billion, marking an 11.5% increase from fiscal 2024. Net income is expected to range from $1.93 billion to $2.04 billion, with EPS projected between $32.27 and $34.19 per share. EBITDA As Defined is expected to be in the range of $4.615 billion to $4.755 billion.

The company’s growth assumptions for its primary markets include mid-single-digit growth for commercial OEM, high-single-digit to low-double-digit growth for the commercial aftermarket, and high-single-digit growth for defense revenue.

TransDigm Group's strong financial results reflect its continued success in the aerospace and defense sectors, positioning it well for sustained growth throughout fiscal 2025.