TransDigm Group Announces Tender Offers and Consent Solicitations for Any and All of its 7-3/4% Senior Subordinated Notes due 2014

CLEVELAND, Nov. 30, 2010 /PRNewswire-FirstCall/ --

TransDigm Group Incorporated ("TransDigm Group") (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, announced today that its wholly owned subsidiary, TransDigm Inc. (the "Company"), has commenced a cash tender offer for any and all of its outstanding 7-3/4% Senior Subordinated Notes due 2014 (CUSIP Nos. 893647AM9, 893647AL1 and 893647AJ6) (the "Notes").  The Company also announced a concurrent consent solicitation for proposed amendments to the indenture, dated as of June 23, 2006 (as amended and supplemented, the "2006 Indenture), and to the indenture, dated as of October 6, 2009 (as amended and supplemented, the "2009 Indenture" and, together with the 2006 Indenture, the "Indentures"), among the Company, TransDigm Group, the subsidiary guarantors party thereto and The Bank of New York Trust Company, as trustee (the "Trustee"), under which the Notes were issued.  The tender offers and the consent solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated November 30, 2010 (the "Offer to Purchase") and the related Letter of Transmittal and Consent.  Holders that tender their Notes pursuant to the tender offers will be deemed to have consented to the proposed amendments to the respective Indentures governing their Notes.

The offers to purchase will expire at 12:00 midnight, New York City time, on December 28, 2010 unless extended at the Company's sole discretion (such time and date, as the same may be extended, the "Expiration Time").  Holders of Notes ("Holders") must tender their Notes and provide their consents to the amendments to the Indentures on or before 5:00 p.m., New York City time, on December 13, 2010, unless extended (such time and date, as the same may be extended, the "Consent Expiration"), in order to receive the Total Consideration (as defined below).  Holders of Notes who tender their Notes after the Consent Expiration will only receive the Tender Offer Consideration (as defined below).

Each offer to purchase and consent solicitation is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) the completion of the Financing Transactions (as defined in the Offer to Purchase) on terms satisfactory to the Company and the receipt of net proceeds of the Financing Transactions sufficient to pay Total Consideration (as defined below) for all 2014 Notes, in addition to funding the McKechnie Acquisition (as defined in the Offer to Purchase) and repaying certain amounts under the Company's existing senior secured credit facility and related fees and expenses, (2) that Holders of at least a majority in aggregate principal amount of outstanding of Notes of such series validly deliver, and do not validly revoke, consents to amend and supplement the respective Indenture to give effect to the proposed amendments and (3) that a supplemental indenture to the respective Indentures governing such series of Notes, giving effect to such amendments, is executed by the Company, the guarantors party thereto and the Trustee.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, is $1,042.00.  The "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, is $1,012.00.  The Tender Offer Consideration is the Total Consideration minus the Consent Payment (as defined below).  Holders who validly tender, and do not validly withdraw, their Notes will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date.

The "Consent Payment" is an amount equal to $30.00 per $1,000 principal amount of Notes and will be payable only with respect to each Note that is validly tendered and not revoked on or before the Consent Expiration.  The Consent Payment is included in the calculation of the Total Consideration and is not in addition to the Total Consideration.  Because the completion, execution and delivery of the Letter of Transmittal and Consent by a Holder in connection with the tenders of Notes will be deemed to constitute the giving of consent by such Holder to all the amendments to the Indentures, Holders may not tender Notes without delivering consents with respect to such Notes, nor may Holders give their consents in respect of any Notes they do not tender.

Notes tendered pursuant to the tender offers may be validly withdrawn and consents delivered pursuant to the consent solicitations may be validly revoked at any time on or before 5:00 p.m., New York City time, on December 13, 2010, the "Withdrawal Time."  A Holder may not validly revoke a consent unless such Holder validly withdraws its previously tendered Notes. Any Notes tendered on or before the Withdrawal Time that are not validly withdrawn before the Withdrawal Time may not be withdrawn thereafter, and any Notes tendered after the Withdrawal Time may not be withdrawn, unless in either case the Company is otherwise required by applicable law to permit the withdrawal. A valid withdrawal of tendered Notes on or before the Withdrawal Time shall be deemed a valid revocation of the related consent.

The proposed amendments to the Indentures would, among other modifications, eliminate substantially all of the restrictive covenants and certain events of default in the Indentures.  Holders of at least a majority in principal amount of each series of Notes must consent to the amendments for the amendments to become operative with respect to such series.  Holders who deliver their consents before the Consent Expiration will receive the Consent Payment (included in the Total Consideration) if the offer is consummated.  Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the tender offers and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

The Company has engaged UBS Securities LLC and Credit Suisse Securities (USA) LLC as Dealer Managers and Solicitation Agents for the tender offers and consent solicitations.  Persons with questions regarding the tender offers and consent solicitations should contact UBS Securities LLC at (888) 719-4210 (toll-free) or (203) 719-4210 (collect) and/ or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212) 538-2147.  Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offers and consent solicitations, at (212) 430-3774 (banks and brokers) or (800) 470-3800 (all others).

This press release is for information purposes only and is not an offer to purchase, a solicitation of acceptance of the offer to purchase or a solicitation of a consent with respect to any of the Notes.  The tender offers and consent solicitations are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase, which the Company is distributing to holders of Notes.  The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About TransDigm Group

TransDigm Group, through its wholly-owned subsidiaries, including TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major 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, aircraft audio systems, specialized cockpit displays, engineered latching and locking devices, specialized lavatory components, engineered connectors and elastomers, rods and locking devices, NiCad batteries/chargers, and lighting and control technology.  More information can be found at www.transdigm.com.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of federal securities law. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control.  Such risks and uncertainties include, but are not limited to, the consummation of the Financing Transactions, the completion of the tender offers and consent solicitations, the receipt of consents sufficient to approve the proposed amendments to the Indentures and other factors listed in the Company's filings with the Securities and Exchange Commission.

SOURCE TransDigm Group Incorporated