Filing Details

Accession Number:
0000919574-19-007502
Form Type:
13D Filing
Publication Date:
2019-11-26 17:11:10
Filed By:
Berkshire Partners Holdings Llc
Company:
Transdigm Group Inc (NYSE:TDG)
Filing Date:
2019-11-26
SEC Url:
13D Filing
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7/A1)*
TRANSDIGM GROUP INCORPORATED

(Name of Issuer)

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

 

893641100

(CUSIP Number)

 

 

Sharlyn C. Heslam

Berkshire Partners LLC

200 Clarendon St., 35th Floor

Boston, MA 02116

(617) 227-0050

 

COPY TO:

Edward S. Horton, Esq.

Seward & Kissel LLP

1 Battery Park Plaza

New York, NY 10004

(212) 574-1265

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

 

 
August 27, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

1 This filing is an amendment to the Schedule 13D, Amendment number 7, dated August 29, 2019, as further described herein.

 

* 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).

 

 

 

Explanatory Note: This Amendment No. 7/A is an amendment to the Schedule 13D, Amendment number 7, dated August 29, 2019, and is being filed jointly by the following (each, a "Reporting Person" and, collectively, the "Reporting Persons"): Berkshire Partners Holdings LLC (“BPH”), BPSP, L.P. (“BPSP”), Berkshire Partners LLC (“BP”), Stockbridge Partners LLC (“SP”), Berkshire Fund VIII, L.P. (“Fund VIII”), Berkshire Fund VIII-A, L.P. (“Fund VIII-A”), Berkshire Fund VII, L.P. ("Fund VII"), Berkshire Fund VII-A, L.P. ("Fund VII-A"), Berkshire Investors LLC ("Investors"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC (“Investors IV”), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), and Stockbridge Absolute Return Fund, L.P. ("SARF"). Because the Reporting Persons’ prior filing reflected that the Reporting Persons no longer beneficially own greater than 5% of the Issuer’s outstanding Common Stock, this Schedule 13D, Amendment number 7/A, only updates Item 5(e) of the prior filing and does not otherwise reflect the Reporting Persons’ beneficial ownership as of the date hereof.

 

Item 5. Interest in Securities of Issuer.

 

Item 5(e) is amended in its entirety as follows:

 

(e)       As of August 27, 2019, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Common Stock.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 99.1           Joint Filing Undertaking, dated as of November 26, 2019.

 

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

DATED: November 26, 2019

  BERKSHIRE PARTNERS HOLDINGS LLC
   
  By: /s/ Sharlyn C. Heslam  
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
  BPSP, L.P.
   
  By: Berkshire Partners Holdings LLC,
its General Partner  
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
  Berkshire Partners LLC
   
  By: BPSP, L.P.,
its Managing Member    
     
  By: Berkshire Partners Holdings LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam 
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
 

STOCKBRIDGE PARTNERS LLC

 

  By:

BPSP, L.P.,

its Managing Member

 

  By:

Berkshire Partners Holdings LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

 

  BERKSHIRE FUND VIII, L.P.  
   
  By: Eighth Berkshire Associates LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     

 

 

 

  BERKSHIRE FUND VIII-A, L.P.
   
  By: Eighth Berkshire Associates LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
 

BERKSHIRE FUND VII, L.P.

 

  By:

Seventh Berkshire Associates LLC,
its General Partner

     
  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

    Title: Managing Director
     
 

BERKSHIRE FUND VII-A, L.P.

 

  By:

Seventh Berkshire Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

Title: Managing Director

 

 

 

BERKSHIRE INVESTORS LLC

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

 

 

BERKSHIRE INVESTORS III LLC

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

     
  BERKSHIRE INVESTORS IV LLC   
   
  /s/ Sharlyn C. Heslam  
  Name: Sharlyn C. Heslam
  Title: Managing Director
   

 

 

 

 

STOCKBRIDGE FUND, L.P.

 

  By:

Stockbridge Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

   
     
 

STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.

 

  By:

Stockbridge Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

    Title: Managing Director

 

 

 

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this amendment to Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this amendment to Schedule 13D jointly on behalf of each such party.

The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group, or have agreed to act as a group.

DATED: November 26, 2019

  BERKSHIRE PARTNERS HOLDINGS LLC
   
  By: /s/ Sharlyn C. Heslam  
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
  BPSP, L.P.
   
  By: Berkshire Partners Holdings LLC,
its General Partner  
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
  Berkshire Partners LLC
   
  By: BPSP, L.P.,
its Managing Member
     
  By: Berkshire Partners Holdings LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam 
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
 

STOCKBRIDGE PARTNERS LLC

 

  By:

BPSP, L.P.,

its Managing Member

 

  By:

Berkshire Partners Holdings LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

 

  BERKSHIRE FUND VIII, L.P.  
   
  By: Eighth Berkshire Associates LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     

 

 

  BERKSHIRE FUND VIII-A, L.P.
   
  By: Eighth Berkshire Associates LLC,
its General Partner
     
  By: /s/ Sharlyn C. Heslam
    Name: Sharlyn C. Heslam
    Title: Managing Director
     
     
 

BERKSHIRE FUND VII, L.P.

 

  By:

Seventh Berkshire Associates LLC,
its General Partner

     
  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

    Title: Managing Director
     
 

BERKSHIRE FUND VII-A, L.P.

 

  By:

Seventh Berkshire Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

Title: Managing Director

 

 

 

BERKSHIRE INVESTORS LLC

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

 

 

BERKSHIRE INVESTORS III LLC

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

     
  BERKSHIRE INVESTORS IV LLC   
   
  /s/ Sharlyn C. Heslam  
  Name: Sharlyn C. Heslam
  Title: Managing Director
   

 

 

 

STOCKBRIDGE FUND, L.P.

 

  By:

Stockbridge Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam
Title: Managing Director

   
     
 

STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.

 

  By:

Stockbridge Associates LLC,

its General Partner

 

  By:

/s/ Sharlyn C. Heslam

   

Name: Sharlyn C. Heslam

    Title: Managing Director