Document

May 5, 2020

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549


Attention:	Anne Nguyen Parker, Manufacturing Branch Chief and Martin James, Manufacturing Senior Advisor


Re:	TransDigm Inc. TransDigm Group Incorporated Registration Statement on Form S-4 Filed May 5, 2020

Ladies and Gentlemen:

On the date hereof, TransDigm Inc., a Delaware Corporation (the “Issuer”), and TransDigm Group Incorporated, TransDigm UK Holdings plc, Acme Aerospace, Inc., Adams Rite Aerospace, Inc., AeroControlex Group, Inc., Aerosonic LLC, Airborne Acquisition, Inc., Airborne Global, Inc., Airborne Holdings, Inc., Airborne Systems NA Inc., Airborne Systems North America Inc., Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc., AmSafe, Inc., AmSafe Global Holdings, Inc., Arkwin Industries, Inc., Aviation Technologies, Inc., Avionic Instruments LLC, Avionics Specialties, Inc., AvtechTyee, Inc., Beta Transformer Technology Corporation, Beta Transformer Technology LLC, Breeze-Eastern LLC, Bridport-Air Carrier, Inc., Bridport Erie Aviation, Inc., Bridport Holdings, Inc., Bruce Aerospace Inc., CDA InterCorp LLC, CEF Industries, LLC, Champion Aerospace LLC, Data Device Corporation, Dukes Aerospace, Inc., Electromech Technologies LLC, Extant Components Group Holdings, Inc., Extant Components Group Intermediate, Inc., HarcoSemco LLC, Hartwell Corporation, ILC Holdings, Inc., Johnson Liverpool LLC, Kirkhill Inc., MarathonNorco Aerospace, Inc., McKechnie Aerospace DE, Inc., McKechnie Aerospace Holdings, Inc., McKechnie Aerospace US LLC, North Hills Signal Processing Corp., North Hills Signal Processing Overseas Corp., Pexco Aerospace, Inc., PneuDraulics, Inc., Schneller LLC, Semco Instruments, Inc., Shield Restraint Systems, Inc., Skandia, Inc., Skurka Aerospace Inc., Symetrics Industries, LLC, Symetrics Technology Group, LLC, Tactair Fluid Controls, Inc., TEAC Aerospace Holdings, Inc., TEAC Aerospace Technologies, Inc., Telair International LLC, Telair US LLC, Texas Rototronics, Inc., Transicoil LLC, Whippany Actuation Systems, LLC,

Young & Franklin Inc., Esterline Technologies Corporation, Esterline International Company, Leach Holding Corporation, Leach International Corporation, Leach Technology Group, Inc., TA Aerospace Co., CMC Electronics Aurora LLC, Esterline Europe Company LLC, Treality SVS LLC, ScioTeq LLC, Angus Electronics Co., Avista, Incorporated, Auxitrol Weston USA, Inc., Esterline Technologies SGIP LLC, Hytek Finishes Co., Janco Corporation, Mason Electric Co., NMC Group, Inc., Norwich Aero Products, Inc., Palomar Products, Inc., 17111 Waterview Pkwy LLC, Korry Electronics Co., Armtec Defense Products Co., Armtec Countermeasures Co., Armtec Countermeasures TNO Co., Racal Acoustics, Inc. and TDG ESL Holdings Inc. (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”) filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-4 relating to the offer to exchange (the “Exchange Offer”) up to $2,650,000,000 aggregate principal amount of the Issuer’s 5.500% Senior Subordinated Notes due 2027 (the “Exchange Notes”) registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding 5.500% Senior Subordinated Notes due 2027, which were issued on November 13, 2019.

The Registrants are registering the Exchange Offer in reliance on the Commission staff’s position enunciated in the letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In accordance with the Commission staff’s position set forth in those letters, the Registrants make the following representations to the Commission:

The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is using the Exchange Offer to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, such person (a) cannot rely on the Commission staff’s position enunciated in Exxon Capital Holdings Corporation or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) by executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities pursuant to the Exchange Offer and

(b) any such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute Exchange Notes. The Registrants will include in the letter of transmittal or similar documentation a statement to the effect 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.

The Registrants will include, in the transmittal letter or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the offeree is not an “affiliate” of the Registrants within the meaning of Rule 405 under the Securities Act.

* * *

Very truly yours,

TRANSDIGM INC.


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chief Financial Officer

TRANSDIGM GROUP INCORPORATED


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chief Financial Officer

[Signature Page to Exxon Letter]

ACME AEROSPACE, INC.

ARKWIN INDUSTRIES, INC.

AVTECHTYEE, INC.

BETA TRANSFORMER TECHNOLOGY CORPORATION

BETA TRANSFORMER TECHNOLOGY LLC


By:	Beta Transformer Technology Corporation, as its sole member

BRUCE AEROSPACE INC.

DATA DEVICE CORPORATION

DUKES AEROSPACE, INC.

EXTANT COMPONENTS GROUP HOLDINGS, INC.

EXTANT COMPONENTS GROUP INTERMEDIATE, INC.

JOHNSON LIVERPOOL LLC


By:	Young & Franklin Inc., its sole member

NORTH HILLS SIGNAL PROCESSING CORP.

NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP.

PEXCO AEROSPACE, INC.

PNEUDRAULICS, INC.

SEMCO INSTRUMENTS, INC.

SKANDIA, INC.

SYMETRICS INDUSTRIES, LLC


By:	Symetrics Technology Group, LLC, its sole member


By:	Extant Components Group Intermediate, Inc., its sole member

SYMETRICS TECHNOLOGY GROUP, LLC

TACTAIR FLUID CONTROLS, INC.

TEAC AEROSPACE HOLDINGS, INC.

TEXAS ROTRONICS, INC.

YOUNG & FRANKLIN INC.


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chief Executive Officer

AEROCONTROLEX GROUP, INC.


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	President and Chief Executive Officer

[Signature Page to Exxon Letter]

AEROSONIC LLC

AVIONIC INSTRUMENTS LLC

BREEZE-EASTERN LLC

CDA INTERCORP LLC

CEF INDUSTRIES, LLC

CHAMPION AEROSPACE LLC

HARCOSEMCO LLC

SCHNELLER LLC

TELAIR US LLC

TELAIR INTERNATIONAL LLC


By:	Telair US LLC, as its sole member

WHIPPANY ACTUATION SYSTEMS, LLC

Each by: TransDigm Inc., its sole member


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chief Financial Officer

AIRBORNE SYSTEMS NA INC.

AIRBORNE SYSTEMS NORTH AMERICA INC.

AVIONICS SPECIALTIES, INC.

ILC HOLDINGS, INC.

MCKECHNIE AEROSPACE HOLDINGS, INC.


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	President

BRIDPORT ERIE AVIATION, INC.


By:	/s/ Liza Sabol


Name:	Liza Sabol


Title:	Chairman of the Board of Directors and President

AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.

KIRKHILL INC.

TEAC AEROSPACE TECHNOLOGIES, INC.


By:	/s/ Liza Sabol


Name:	Liza Sabol


Title:	Treasurer

[Signature Page to Exxon Letter]

ADAMS RITE AEROSPACE, INC.

AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.

AMSAFE GLOBAL HOLDINGS, INC.

AMSAFE, INC.

HARTWELL CORPORATION

MARATHONNORCO AEROSPACE, INC.

SHIELD RESTRAINT SYSTEMS, INC.

SKURKA AEROSPACE INC.


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chairman of the Board of Directors and Chief Executive Officer

ELECTROMECH TECHNOLOGIES LLC


By:	McKechnie Aerospace US LLC, its sole member


By:	McKechnie Aerospace DE, Inc., its sole member

MCKECHNIE AEROSPACE DE, INC.

MCKECHNIE AEROSPACE US LLC


By:	McKechnie Aerospace DE, Inc., its sole member


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chairman of the Board of Directors, President and Chief Executive Officer

AIRBORNE ACQUISITION, INC.

AIRBORNE GLOBAL, INC.

AIRBORNE HOLDINGS, INC.

AVIATION TECHNOLOGIES, INC.

BRIDPORT-AIR CARRIER, INC.

BRIDPORT HOLDINGS, INC.

TRANSICOIL LLC


By:	Aviation Technologies, Inc., its sole member


By:	/s/ Michael J. Lisman


Name:	Michael J. Lisman


Title:	Chief Executive Officer and President

[Signature Page to Exxon Letter]

LEACH INTERNATIONAL CORPORATION

TA AEROSPACE CO.

CMC ELECTRONICS AURORA LLC

TREALITY SVS LLC

SCIOTEQ LLC

AVISTA, INCORPORATED

AUXITROL WESTON USA, INC.

HYTEK FINISHES CO.

MASON ELECTRIC CO.

NMC GROUP, INC.

NORWICH AERO PRODUCTS, INC.

PALOMAR PRODUCTS, INC.

KORRY ELECTRONICS CO.

ARMTEC DEFENSE PRODUCTS CO.

ARMTEC COUNTERMEASURES CO.

ARMTEC COUNTERMEASURES TNO CO.

ESTERLINE INTERNATIONAL COMPANY

LEACH HOLDING CORPORATION

LEACH TECHNOLOGY GROUP, INC.

ESTERLINE EUROPE COMPANY LLC

ANGUS ELECTRONICS CO.

JANCO CORPORATION

RACAL ACOUSTICS, INC.

ESTERLINE TECHNOLOGIES CORPORATION

TDG ESL HOLDINGS INC.

17111 WATERVIEW PKWY LLC


By:	Esterline Technologies Corporation, its sole member

ESTERLINE TECHNOLOGIES SGIP LLC


By:	Esterline Technologies Corporation, its sole member


By:	/s/ Liza Sabol


Name:	Liza Sabol


Title:	Treasurer


cc:	Michael J. Solecki, Esq. (Jones Day)

[Signature Page to Exxon Letter]