-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+OuvHN38yuHXxmaOADqMavwCb3lybkVnKAQyuNZEQJOWGkrL5WcZPDwxluxAwHx vWGEodlb3u4+ZiOhcXNppQ== 0001104659-08-033191.txt : 20080514 0001104659-08-033191.hdr.sgml : 20080514 20080514165009 ACCESSION NUMBER: 0001104659-08-033191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY VIII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TransDigm Group INC CENTRAL INDEX KEY: 0001260221 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 510484716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81705 FILM NUMBER: 08832436 BUSINESS ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3710 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 216 706 2939 MAIL ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3710 CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: TD HOLDING CORP DATE OF NAME CHANGE: 20030818 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TD Group Holdings, LLC CENTRAL INDEX KEY: 0001355575 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a08-14380_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

TransDigm Group Incorporated

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

893641 10 0

(CUSIP Number)

 

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

466 Lexington Avenue

New York, New York  10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copies to:

Steven J. Gartner, Esq.

Cristopher Greer, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

 

May 12, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

SCHEDULE 13D

 

CUSIP No.   893641 10 0

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

TD Group Holdings, LLC                                                                                              I.R.S. #51-0592349

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
11,383,201

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
11,383,201

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,201

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

2


 

SCHEDULE 13D

 

CUSIP No.   893641 10 0

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Warburg Pincus Private Equity VIII, L.P.                                                                                                                                                               &nb sp;                                         I.R.S. #13-4161869

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
11,383,201

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
11,383,201

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,201

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

3


 

SCHEDULE 13D

 

CUSIP No.   893641 10 0

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Warburg Pincus & Co.                                                                                                  I.R.S. #13-6358475

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
11,383,201

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
11,383,201

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,201

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

4


 

SCHEDULE 13D

 

CUSIP No.   893641 10 0

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Warburg Pincus LLC                                                                                                     I.R.S. #13-3536050

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
11,383,201

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
11,383,201

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,201

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

5


 

SCHEDULE 13D

 

CUSIP No.   893641 10 0

 

 

1.

Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Warburg Pincus Partners, LLC                                                                                    I.R.S. #13-4069737

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
11,383,201

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
11,383,201

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,383,201

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

6


 

Introduction.

 

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on March 30, 2006, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on May 29, 2007, amended by Amendment No. 2 thereto filed with the Securities and Exchange Commission on November 29, 2007 and further amended by Amendment No. 3 thereto filed with the Securities and Exchange Commission on December 12, 2007 (as so amended, the “Current Schedule 13D”), on behalf of TD Group Holdings, LLC, a Delaware limited liability company (“TD LLC”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (together with two affiliated entities, “WP VIII”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), and Warburg Pincus Partners, LLC, a New York limited liability company and a subsidiary of WP (“WP Partners LLC”, and together with WP VIII, WP LLC and WP, the “Warburg Pincus Reporting Persons”).  Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC.  This Amendment relates to the common stock, par value $0.01 per share (the “Common Stock”), of TransDigm Group Incorporated, a Delaware corporation (the “Company”).

 

TD LLC and the Warburg Pincus Reporting Persons (together with TD LLC, the “Reporting Persons”) are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Each Reporting Person disclaims

 

7


 

beneficial ownership of all shares of Common Stock to which such Reporting Person does not have a pecuniary interest.

 

Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Current Schedule 13D.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

Item 5 of the Current Schedule 13D is hereby amended and replaced in its entirety as set forth below.

 

(a)                                On May 12, 2008, TD LLC distributed an aggregate of 3,027,636 shares of Common Stock to its members (the “TD LLC Distribution”).  The TD LLC Distribution was made on a pro rata basis to all members of TD LLC and no consideration was received by TD LLC in connection therewith.   WP VIII is a member of TD LLC and, in connection with the TD LLC Distribution, received an aggregate of 2,556,509 shares of Common Stock.  Immediately following the completion of the TD LLC Distribution, WP VIII distributed all of the shares of Common Stock received by it in connection with the TD LLC Distribution to its limited partners and WP Partners LLC on a pro rata basis (the “WP Distribution” and, together with the TD LLC Distribution, the “Distributions”).  WP VIII did not receive any consideration in connection with the WP Distribution.

 

Immediately following the completion of the Distributions, each of the Reporting Persons may be deemed to beneficially own 11,383,201 shares of Common Stock, representing approximately 23.8% of the outstanding Common Stock, based on the 47,882,903 shares of Common Stock outstanding as of April 25, 2008 as reported in the Company’s Form 10-Q filed on May 8, 2008.

 

8


 

(b)                                 Each of the Reporting Persons share the power to vote or to direct the vote and to dispose or to direct the disposition of the 11,383,201 shares of Common Stock it may be deemed to beneficially own.  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.

 

(c)                                  Other than the Distributions, no transactions in the Common Stock were effected by any Reporting Person during the past sixty days.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

9


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 14, 2008

TD GROUP HOLDINGS, LLC

 

 

By: Warburg Pincus Private Equity VIII, L.P.,
its Managing Member

By: Warburg Pincus Partners, LLC,
its General Partner

 

 

 

 

 

By: Warburg Pincus & Co.,
its Managing Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

 

Dated: May 14, 2008

WARBURG PINCUS PRIVATE EQUITY VIII,
L.P.

 

 

By: Warburg Pincus Partners, LLC,
its General Partner

 

 

 

 

 

By: Warburg Pincus & Co., its Managing
Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

 

 

Dated: May 14, 2008

WARBURG PINCUS & CO.

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 


 

Dated: May 14, 2008

WARBURG PINCUS LLC

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Managing Director

 

 

 

Dated: May 14, 2008

 

WARBURG PINCUS PARTNERS, LLC

 

 

By: Warburg Pincus & Co., its Managing
Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

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