Basic Stats
| CIK | 33619 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Esterline Technologies Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 20, 2021 |
424B3 1 a424b3prospectus8202021.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258676 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $1,200,000,000 aggregate principal amount of its 4.625% Senior Subordinated Notes due 2029 registered under the Securities Act of 1933 for any and all outstanding 4.625% Senior Subordinated Notes due 2029 that were issued on January 20, 2021 AND U |
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| August 10, 2021 |
ex3226-certificateofform State of Delaware Secretary of State Division of Corporations Delivered 10:43 AM 02/22/2021 FILED 10:43 AM 02/22/2021 SR 20210555677 - FileNumber 5192246 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMP ANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. |
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| August 10, 2021 |
ex3228-certificateofinco State of Delaware Secretary of State Division of Corporations Delivered 01:40 PM 06/05/2003 FILED 01:31 PM 06/05/2003 SRV 030371679 - 3666631 FILE CERTIFICATE OF INCORPORATION OF NORTHERN AIRBORNE TECHNOLOGY US INC. |
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| August 10, 2021 |
Exhibit 5.4 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Registration Statement on Form S |
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| August 10, 2021 |
McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com Exhibit 5.5 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Virginia |
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| August 10, 2021 |
ex3227-limitedliabilityc 1 LIMITED LIABILITY COMPANY AGREEMENT OF LEACH MEXICO HOLDING LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Leach Mexico Holding LLC, a Delaware limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”), effective as of this 22nd day of February, 2021. |
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| August 10, 2021 |
Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 4.625% SENIOR SUBORDINATED NOTES DUE 2029 AND 4.875% SENIOR SUBORDINATED NOTES DUE 2029 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. Th |
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| August 10, 2021 |
ex3222-certificateofinco STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATI ONS FILED 09 :00 AM 03/ 04/ 1997 971070750 - 2 724526 CERTIFICATE OF INCORPORATION OF CHELTON AVIONICS, INC. |
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| August 10, 2021 |
ex3225-amendedandrestate Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF COBHAM DEFENSE PRODUCTS INC. |
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| August 10, 2021 |
ex3224-certificateofinco FIRST: CERTIFICATE OF INCORPORATION OF COBHAM DEFENSE PRODUCTS, INC. |
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| August 10, 2021 |
Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NE |
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| August 10, 2021 |
August 10, 2021 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 10, 2021 |
Exhibit 5.6 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1698 [email protected] www.greenbaumlaw.com August 10, 2021 TransDigm Inc. TransDigm Group Incorporated 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. (the “Issuer”) et al. Relating to the Exchange Offer (as defined below) Ladies |
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| August 10, 2021 |
Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $1,200,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR SUBORDINATED NOTES DUE 2029 FOR ALL OF ITS OUTSTANDING 4.625% SENIOR SUBORDINATED NOTES DUE 2029 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UP TO $750,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.875% SENIOR SUBORDINATED NOTES DUE 202 |
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| August 10, 2021 |
Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 4.625% SENIOR SUBORDINATED NOTES DUE 2029 AND 4.875% SENIOR SUBORDINATED NOTES DUE 2029 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm Inc. (the “Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to t |
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| August 10, 2021 |
Exhibit 5.3 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington state counsel to TransDigm Inc., a Delaware corporation (“TransDigm”), and its subsidiaries AvtechTyee, Inc., a Washington corporat |
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| August 10, 2021 |
ex3223-amendedandrestate Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF CHELTON AVIONICS, INC. |
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| August 10, 2021 |
ex3229-amendedandrestate Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF NAT SEATTLE INC. |
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| August 10, 2021 |
As filed with the Securities and Exchange Commission on August 10, 2021 As filed with the Securities and Exchange Commission on August 10, 2021 Registration No. |
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| August 10, 2021 |
Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $1,200,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR SUBORDINATED NOTES DUE 2029 FOR ALL OF ITS OUTSTANDING 4.625% SENIOR SUBORDINATED NOTES DUE 2029 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UP TO $750,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.875% SENIOR SUBORDINATED NOTES DUE 202 |
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| August 10, 2021 |
ex3220-certificateofinco State of Delaware Secretary of State Division of Corporations Delivered 09:50 AM 10/16/2020 FILED 09:50 AM 10/16/2020 SR 20207864762 - File Number 3902665 CERTIFICATE OF INCORPORATION OF CHELTON AVIONICS HOLDINGS, INC. |
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| August 10, 2021 |
ex3221-bylawsofcheltonav BYLAWS OF CHELTON AVIONICS HOLDINGS, INC. a Delaware corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of Chelton Avionics Holdings, Inc. (the “Corporation”) shall be in the Corporation’s state of incorporation, and the name of the resident agent in charge thereof is the agent named in the Corporation’s charter until changed by the Board of |
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| August 10, 2021 |
Exhibit 25.2 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NE |
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| May 14, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-238018 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $2,650,000,000 aggregate principal amount of its 5.500% Senior Subordinated Notes due 2027 registered under the Securities Act of 1933 for any and all outstanding 5.500% Senior Subordinated Notes due 2027 that were issued on November 13, 2019 • We are offering to exchang |
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| May 5, 2020 |
CORRESP 23 filename23.htm 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 Lad |
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| May 5, 2020 |
As filed with the Securities and Exchange Commission on May 5, 2020 S-4 1 forms-4.htm S-4 As filed with the Securities and Exchange Commission on May 5, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TransDigm Inc. TransDigm Group Incorporated Subsidiary Guarantors Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Tr |
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| May 5, 2020 |
McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com Exhibit 5.5 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Virginia coun |
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| May 5, 2020 |
Exhibit 5.4 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Registration Statement on Form S-4 t |
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| May 5, 2020 |
Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 7868494v.1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE |
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| May 5, 2020 |
Exhibit 5.3 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington and Wisconsin state counsel to TransDigm Inc., a Delaware corporation (“TransDigm”), and its subsidiaries Avista, Incorporated, a Wisco |
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| May 5, 2020 |
Exhibit 5.6 WOODBRIDGE OFFICE: METRO CORPORATE CAMPUS ONE P.O.BOX 5600 WOODBRIDGE, NJ 07095-0988 (732) 549-5600 FAX (732) 549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTH ISELIN , NJ 08830-2712 Greenbaum Rowe Smith Davis LLP NEW YORK OFFICE: 747 THIRD AVENU 2ND FLOOR NEW YORK, NY 10017 (212) 847-9858 COUNSELORS AT LAW 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 5 |
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| May 5, 2020 |
Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $2,650,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 5.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Securities Dealers, Commercial Banks Trust Companies And Other Nominees: Enclosed for your con |
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| May 5, 2020 |
Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 5.500% SENIOR SUBORDINATED NOTES DUE 2027 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. The Bank of New York Mellon Trust Company, N.A., |
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| May 5, 2020 |
Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 5.500% SENIOR SUBORDINATED NOTES DUE 2027 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm Inc. (“Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by Company to exch |
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| May 5, 2020 |
Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $2,650,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 5.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a Prospectus dated , (as the same may be amend |
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| August 16, 2019 |
424B3 1 d780685d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-233103 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $550,000,000 aggregate principal amount of its 7.500% Senior Subordinated Notes due 2027 registered under the Securities Act of 1933 for any and all outstanding 7.500% Senior Subordinated Notes due 2027 that were issued on February 13, 201 |
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| August 14, 2019 |
TDG / Transdigm Group, Inc. CORRESP - - Acceleration Request August 14, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure Aamira Chaudhry Re: TransDigm Inc. |
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| August 8, 2019 |
EX-99.1 15 d780685dex991.htm EX-99.1 Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 7.500% SENIOR SUBORDINATED NOTES DUE 2027 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. Exchange Ag |
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| August 8, 2019 |
Form of Notice of Guaranteed Delivery EX-99.2 Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 7.500% SENIOR SUBORDINATED NOTES DUE 2027 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm Inc. (“Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by Company |
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| August 8, 2019 |
EX-99.4 Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $550,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 7.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Securities Dealers, Commercial Banks Trust Companies And Other Nominees: Enclosed for yo |
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| August 8, 2019 |
Certificate of Formation, as amended, of Esterline Georgia LLC (now known as TREALITY SVS LLC) EX-3.194 2 d780685dex3194.htm EX-3.194 Exhibit 3.194 CERTIFICATE OF FORMATION OF ESTERLINE EUROPE COMPANY LLC This Certificate of Formation is being executed as of May 25, 2011, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows: AR |
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| August 8, 2019 |
Consent of Greenbaum, Rowe, Smith & Davis LLP (included in Exhibit 5.6 hereto) EX-5.6 Exhibit 5.6 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1698 [email protected] WWW.GREENBAUMLAW.COM WOODBRIDGE OFFICE: METRO CORPORATE CAMPUS ONE P.O.BOX 5600 WOODBRIDGE, NJ 07095-0988 (732) 549-5600 FAX (732) 549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTH ISELIN , NJ 08830-2712 NEW YORK OFFICE: 750 THIRD AVENUE 9TH FLOOR NEW YORK, NY 10017 (212) |
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| August 8, 2019 |
EX-3.196 Exhibit 3.196 State of Delaware Secretary of State Division of Corporations Delivered 03:15 PM 10/09/2014 Filed 03:09 PM 10/09/2014 SRV 141276924 – 5618663 FILE CERTIFICATE OF FORMATION OF ESTERLINE GEORGIA US LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Georgia US LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of |
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| August 8, 2019 |
CORRESP 30 filename30.htm August 7, 2019 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Justin Dobbie, Legal Branch Chief Re: TransDigm Inc. TransDigm Group Incorporated Registration Statement on Form S-4 Filed August 7, 2019 Ladies and Gentlemen: On the date hereof, TransDigm Inc., |
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| August 8, 2019 |
EX-25.1 14 d780685dex251.htm EX-25.1 Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = == = = = = = = = = = = == = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN |
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| August 8, 2019 |
Consent of McGuireWoods LLP (included in Exhibit 5.5 hereto) EX-5.5 Exhibit 5.5 McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Vir |
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| August 8, 2019 |
EX-3.202 4 d780685dex3202.htm EX-3.202 Exhibit 3.202 CERTIFICATE OF INCORPORATION OF AUXITROL CO. 1. The name of the corporation is: AUXITROL CO. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature |
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| August 8, 2019 |
Consent of Lewis, Brisbois, Bisgaard & Smith LLP (included in Exhibit 5.7 hereto) EX-5.7 Exhibit 5.7 6385 S. Rainbow Boulevard, Suite 600 Las Vegas, Nevada 89118 August 7, 2019 TransDigm, Inc., a Delaware corporation 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm, Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Nevada counsel to Gamesman Inc., a Nevada corpora |
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| August 8, 2019 |
As filed with the Securities and Exchange Commission on August 7, 2019 S-4 1 d780685ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on August 7, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TransDigm Inc. TransDigm Group Incorporated Subsidiary Guarantors Listed on Schedule A Hereto (Exact name of registrant as |
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| August 8, 2019 |
Consent of Perkins Coie LLP (included in Exhibit 5.3 hereto) EX-5.3 Exhibit 5.3 1201 Third Avenue Suite 4900 Seattle, WA 98101-3099 +1.206.359.8000 +1.206.359.9000 PerkinsCoie.com August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington and Wisconsin state couns |
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| August 8, 2019 |
EX-99.3 Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $550,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 7.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a Prospectus dated , (as the same may be |
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| August 8, 2019 |
Consent of Shipman & Goodwin LLP (included in Exhibit 5.4 hereto) EX-5.4 Exhibit 5.4 August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Registration Statement on |
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| April 11, 2019 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-228336 PROSPECTUS TransDigm UK Holdings plc OFFER TO EXCHANGE Up to $500,000,000 aggregate principal amount of its 6.875% Senior Subordinated Notes due 2026 registered under the Securities Act of 1933 for any and all of its outstanding 6.875% Senior Subordinated Notes due 2026 that were issued on May 8, 2018 • We are off |
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| April 8, 2019 |
TDG / Transdigm Group, Inc. CORRESP - - CORRESPONDENCE - Request for Effectiveness April 8, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure John Dana Brown J. |
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| April 2, 2019 |
Certificate of Incorporation of Korry Electronics Co. EX-3.222 Exhibit 3.222 CERTIFICATE OF INCORPORATION OF KORRY ELECTRONICS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is KORRY ELECTRONICS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of |
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| April 2, 2019 |
EX-24.94 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Defense Products Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC DEFENSE PRODUCTS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: |
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| April 2, 2019 |
EX-24.97 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Racal Acoustics, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. RACAL ACOUSTICS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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| April 2, 2019 |
Certificate of Formation of Esterline US LLC EX-3.188 Exhibit 3.188 CERTIFICATE OF INCORPORATION OF ESTERLINE CANADIAN HOLDING CORPORATION ARTICLE I The name of the Corporation is Esterline Canadian Holding Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is |
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| April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of CMC Electronics Aurora LLC EX-3.191 19 d651555dex3191.htm EX-3.191 Exhibit 3.191 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMC ELECTRONICS AURORA LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of CMC Electronics Aurora LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company ( |
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| April 2, 2019 |
Certificate of Formation of Esterline Europe Company LLC EX-3.194 Exhibit 3.194 CERTIFICATE OF FORMATION OF ESTERLINE EUROPE COMPANY LLC This Certificate of Formation is being executed as of May 25, 2011, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows: ARTICLE 1. NAME The name of the |
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| April 2, 2019 |
Amended and Restated Bylaws of Hytek Finishes Co. EX-3.209 37 d651555dex3209.htm EX-3.209 Exhibit 3.209 AMENDED AND RESTATED BYLAWS OF HYTEK FINISHES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of dire |
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| April 2, 2019 |
Amended and Restated Bylaws of NMC Group Inc. EX-3.215 43 d651555dex3215.htm EX-3.215 Exhibit 3.215 AMENDED AND RESTATED BYLAWS OF NMC GROUP INC., A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of direct |
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| April 2, 2019 |
Amended and Restated Bylaws of Armtec Countermeasures TNO Co. EX-3.235 Exhibit 3.235 AMENDED AND RESTATED BYLAWS OF ARMTEC COUNTERMEASURES TNO CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the trans |
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| April 2, 2019 |
EX-24.69 83 d651555dex2469.htm EX-24.69 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach Holding Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH HOLDING CORPORATION By: /s/ Jonathan D. Crandall Name: |
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| April 2, 2019 |
EX-24.71 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach Technology Group, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH TECHNOLOGY GROUP, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Titl |
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| April 2, 2019 |
EX-24.74 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, CMC Electronics Aurora LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. CMC ELECTRONICS AURORA LLC By: Esterline US LLC, its sole member By: Esterline Technologies |
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| April 2, 2019 |
EX-24.88 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Palomar Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. PALOMAR PRODUCTS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer |
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| April 2, 2019 |
Certificate of Incorporation of Souriau USA, Inc. EX-3.176 Exhibit 3.176 CERTIFICATE OF INCORPORATION OF SOURIAU USA, INC. FIRST: The name of the Corporation is Souriau USA, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such a |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Leach Holding Corporation EX-3.180 8 d651555dex3180.htm EX-3.180 Exhibit 3.180 CERTIFICATE OF INCORPORATION OF LRE, INC. We, the undersigned, in order to form a corporation pursuant to the provisions of the General Corporation Law of Delaware, do hereby certify as follows: 1. The name of the corporation is LRE, Inc. 2. The address of the corporation’s registered office in the State of Delaware is 100 West Tenth Street in t |
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| April 2, 2019 |
Amended and Restated Bylaws of Leach International Corporation EX-3.183 Exhibit 3.183 AMENDED AND RESTATED BYLAWS OF LEACH INTERNATIONAL CORPORATION, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the tran |
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| April 2, 2019 |
Amended and Restated Certificate of Incorporation of Advanced Input Devices, Inc. EX-3.192 20 d651555dex3192.htm EX-3.192 Exhibit 3.192 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED INPUT DEVICES, INC. A STOCK CORPORATION Advanced Input Devices, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The Corporation was originally incorporated under th |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Norwich Aero Products, Inc. EX-3.216 Exhibit 3.216 CERTIFICATE OF INCORPORATION OF NORWICH AERO PRODUCTS, INC. Under Section 402 of the Business Corporation Law THE UNDERSIGNED, a natural person over the age of twenty-one years, desiring to form a corporation pursuant to the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is NORWICH AERO PRODUCTS, INC. Hereinafter sometime ca |
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| April 2, 2019 |
Amended and Restated Bylaws of Palomar Products, Inc. EX-3.219 47 d651555dex3219.htm EX-3.219 Exhibit 3.219 AMENDED AND RESTATED BYLAWS OF PALOMAR PRODUCTS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of |
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| April 2, 2019 |
Amended and Restated Operating Agreement of Joslyn Sunbank Company, LLC EX-3.229 Exhibit 3.229 AMENDED AND RESTATED OPERATING AGREEMENT OF JOSLYN SUNBANK COMPANY, LLC A CALIFORNIA LIMITED LIABILITY COMPANY The undersigned, being all the members of Joslyn Sunbank Company, LLC, a California limited liability company (the “Company”), do hereby execute this Amended and Restated Operating Agreement of the Company (this “Operating Agreement”) effective as of this 14th day o |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Armtec Countermeasures TNO Co. EX-3.234 Exhibit 3.234 CERTIFICATE OF INCORPORATION OF FR COUNTERMEASURES INC. FIRST: The name of the Corporation is FR Countermeasures Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at s |
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| April 2, 2019 |
Certificate of Incorporation of Racal Acoustics, Inc. EX-3.236 Exhibit 3.236 CERTIFICATE OF INCORPORATION OF RACAL ACOUSTICS, INC. A STOCK CORPORATION I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: The name of the corporation (the “Corporation”) is Racal Acoustics, Inc. SECOND: The address of the Corporation’s registered |
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| April 2, 2019 |
Amended and Restated Bylaws of Racal Acoustics, Inc. EX-3.237 65 d651555dex3237.htm EX-3.237 Exhibit 3.237 AMENDED AND RESTATED BYLAWS OF RACAL ACOUSTICS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of d |
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| April 2, 2019 |
EX-4.52 71 d651555dex452.htm EX-4.52 Exhibit 4.52 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 9, 2016 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MEL |
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| April 2, 2019 |
EX-4.60 Exhibit 4.60 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent AND THE BANK OF NEW YORK MELLON, as UK Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of February 13, 2019 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GU |
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| April 2, 2019 |
EX-24.70 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach International Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH INTERNATIONAL CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandal |
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| April 2, 2019 |
EX-24.75 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Advanced Input Devices, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ADVANCED INPUT DEVICES, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Titl |
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| April 2, 2019 |
EX-24.92 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Sunbank Family of Companies LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. SUNBANK FAMILY OF COMPANIES LLC By: Esterline Technologies Corporation, its sole membe |
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| April 2, 2019 |
Amended and Restated Certificate of Formation of Esterline Federal LLC EX-3.198 Exhibit 3.198 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF ESTERLINE FEDERAL LLC This Amended and Restated Certificate is duly executed and is being filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act. 1. The name of the limited liability company is Esterline Federal LLC. 2. The original Certificate of Formation of the limited liability company was fi |
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| April 2, 2019 |
Restated Articles of Incorporation of Janco Corporation EX-3.210 Exhibit 3.210 A0591161 RESTATED ARTICLES OF INCORPORATION OF JANCO CORPORATION Richard L. Thompson and Robert D. George certify that: 1. They are the President and the Secretary, respectively, of Janco Corporation, a California corporation. 2. The Articles of Incorporation of the corporation, as amended to the date of the filing of this certificate, including amendments set forth herein b |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Palomar Products, Inc. EX-3.218 Exhibit 3.218 CERTIFICATE OF INCORPORATION OF Hughes TPD, Inc. FIRST: The name of the corporation is: Hughes TPD, Inc. SECOND: The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: |
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| April 2, 2019 |
EX-4.56 Exhibit 4.56 TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of May 8, 2018 by and among TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND |
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| April 2, 2019 |
Consent of Lewis, Brisbois, Bisgaard & Smith LLP (included in Exhibit 5.8 hereto) EX-5.8 Exhibit 5.8 6385 S. Rainbow Boulevard, Suite 600 Las Vegas, Nevada 89118 April 2, 2019 TransDigm UK Holdings plc Suite 1, 3rd Floor 11-12 St. James Square London, United Kingdom SW1Y 4LB Re: Registration Statement on Form S-4/A Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Nevada counsel to Gamesman Inc., |
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| April 2, 2019 |
Certificate of Incorporation of Armtec Countermeasures Co. EX-3.232 Exhibit 3.232 CERTIFICATE OF INCORPORATION OF ARMTEC COUNTERMEASURES CO. The undersigned, as incorporator of a corporation under the General Corporation Law of Delaware, adopts the following Certificate of Incorporation: ARTICLE 1. NAME The name of this corporation is Armtec Countermeasures Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the registered office of this corporation |
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| April 2, 2019 |
Certificate of Incorporation of Armtec Defense Products Co. EX-3.230 Exhibit 3.230 CERTIFICATE OF INCORPORATION OF ARMTEC DEFENSE PRODUCTS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is ARMTEC DEFENSE PRODUCTS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. |
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| April 2, 2019 |
Amended and Restated Operating Agreement of Sunbank Family of Companies LLC EX-3.227 55 d651555dex3227.htm EX-3.227 Exhibit 3.227 AMENDED AND RESTATED OPERATING AGREEMENT OF SUNBANK FAMILY OF COMPANIES, LLC A CALIFORNIA LIMITED LIABILITY COMPANY The undersigned, being the sole member of Sunbank Family of Companies, LLC, a California limited liability company (the “Company”), does hereby execute this Amended and Restated Operating Agreement of the Company (this “Operating |
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| April 2, 2019 |
Limited Liability Company Articles of Organization of Sunbank Family of Companies LLC Exhibit 3.226 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION LLC-1 IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code. 1. Limited liability company name, (End the name with “LLC” or “Limited Liability Company”. No periods between the |
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| April 2, 2019 |
Amended and Restated Articles of Incorporation of NMC Group Inc. EX-3.214 Exhibit 3.214 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF NMC GROUP, INC. ROBERT M. STEPHEN and BARBARA M. STEPHEN certify that, in accordance with Section 907 of the California Corporations Code (the “Code”): 1. They are the President and Secretary, respectively, of NMC GROUP, INC., a California corporation (the “Corporation”). 2. Article IV of the Amended and Restated Artic |
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| April 2, 2019 |
Amended and Restated Bylaws of Esterline Sensors Services Americas, Inc. EX-3.205 Exhibit 3.205 AMENDED AND RESTATED BYLAWS OF ESTERLINE SENSORS SERVICES AMERICAS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors an |
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| April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline US LLC EX-3.189 Exhibit 3.189 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE US LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline US LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”), effect |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Leach International Corporation EX-3.182 10 d651555dex3182.htm EX-3.182 Exhibit 3.182 CERTIFICATE OF INCORPORATION OF LEACH CORPORATION (DELAWARE) CERTIFICATE OP INCORPORATION OF LEACH CORPORATION (DELAWARE) WE, the undersigned, in order to form a corporation pursuant to the provisions of the General Corporation Law of Delaware, do hereby certify as follows: 1. The name of the corporation is Leach Corporation (Delaware). 2. The |
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| April 2, 2019 |
Second Amended and Restated Bylaws of Esterline Technologies Corporation EX-3.175 Exhibit 3.175 SECOND AMENDED AND RESTATED BY-LAWS OF ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, |
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| April 2, 2019 |
EX-24.91 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Memtron Technologies Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. MEMTRON TECHNOLOGIES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treas |
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| April 2, 2019 |
EX-24.81 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Sensors Services Americas, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE SENSORS SERVICES AMERICAS, INC. By: /s/ Jonathan D. Crandall Name: |
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| April 2, 2019 |
EX-24.72 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TA Aerospace Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. TA AEROSPACE CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF AT |
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| April 2, 2019 |
Limited Liability Company Articles of Organization, as amended, of Joslyn Sunbank Company, LLC EX-3.228 56 d651555dex3228.htm EX-3.228 Exhibit 3.228 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION LLC-1 IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 or the California Corporations Code. 1. Limited liability company name, (End the name with “LLC” or “Limited Lia |
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| April 2, 2019 |
Amended and Restated Bylaws of Korry Electronics Co. EX-3.223 Exhibit 3.223 AMENDED AND RESTATED BYLAWS OF KORRY ELECTRONICS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of |
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| April 2, 2019 |
Limited Liability Company Agreement of 17111 Waterview Pkwy LLC EX-3.221 Exhibit 3.221 LIMITED LIABILITY COMPANY AGREEMENT OF 17111 WATERVIEW PKWY LLC CONTENTS RECITALS 1 AGREEMENT 1 1. Organization of Company 1 1.1 Name 1 1.2 Formation 1 1.3 Term 1 1.4 Registered Agent 1 2. Rules of Construction 2 3. Purpose 2 4. Principal Office 2 5. The Member 2 6. Management of the Company 2 6.1 Manager 2 6.2 Authority of Manager 2 6.3 Limitation on Authority of Manager 2 |
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| April 2, 2019 |
Certificate of Formation of Esterline Georgia US LLC EX-3.196 Exhibit 3.196 State of Delaware Secretary of State Division of Corporations Delivered 03:15 PM 10/09/2014 Filed 03:09 PM 10/09/2014 SRV 141276924 – 5618663 FILE CERTIFICATE OF FORMATION OF ESTERLINE GEORGIA US LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Georgia US LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of |
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| April 2, 2019 |
Certificate of Formation of CMC Electronics Aurora LLC EX-3.190 Exhibit 3.190 CERTIFICATE OF INCORPORATION of MARCONI COMPANY, INC. FIRST: The name of the Corporation is Marconi Company, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is United States Corporation Company. THIRD: The nature of the bu |
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| April 2, 2019 |
Amended and Restated Bylaws of Esterline International Company EX-3.179 7 d651555dex3179.htm EX-3.179 Exhibit 3.179 AMENDED AND RESTATED BYLAWS OF ESTERLINE INTERNATIONAL COMPANY, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the elec |
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| April 2, 2019 |
EX-24.95 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Countermeasures Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC COUNTERMEASURES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: T |
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| April 2, 2019 |
EX-24.90 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Korry Electronics Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. KORRY ELECTRONICS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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| April 2, 2019 |
EX-24.86 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, NMC Group Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. NMC GROUP INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF ATTORN |
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| April 2, 2019 |
EX-24.67 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Souriau USA, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. SOURIAU USA, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF |
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| April 2, 2019 |
April 2, 2019 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 2, 2019 |
EX-24.98 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Gamesman Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. GAMESMAN INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF ATTORNEY |
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| April 2, 2019 |
Certificate of Formation of Esterline International Company EX-3.178 Exhibit 3.178 State of Delaware Secretary of State Division of Corporations Delivered 04:06 PM 11/13/2007 Filed 02:44 PM 11/13/2007 SRV 071217252 – 445656507 FILE CERTIFICATE OF FORMATION OF ESTERLINE INTERNATIONAL COMPANY ARTICLE I The name of the corporation is Esterline International Company. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is |
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| April 2, 2019 |
Amended and Restated Bylaws of Leach Holding Corporation EX-3.181 Exhibit 3.181 AMENDED AND RESTATED BYLAWS OF LEACH HOLDING CORPORATION, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transactio |
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| April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Georgia US LLC EX-3.197 25 d651555dex3197.htm EX-3.197 Exhibit 3.197 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE GEORGIA US LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Georgia US LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Angus Electronics Co. EX-3.200 Exhibit 3.200 CERTIFICATE OF INCORPORATION OF ESTERLINE ANGUS INSTRUMENT CORPORATION THE UNDERSIGNED, for the purpose of forming a corporation under and pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: The name of the corporation (herein called the “Corporation”) is ESTERLINE ANGUS INSTRUMENT CORPORATION. SECOND: The registered offic |
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| April 2, 2019 |
Amended and Restated Bylaws of Angus Electronics Co. EX-3.201 Exhibit 3.201 AMENDED AND RESTATED BYLAWS OF ANGUS ELECTRONICS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of |
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| April 2, 2019 |
Certificate of Formation of Esterline Technologies SGIP LLC EX-3.206 Exhibit 3.206 CERTIFICATE OF FORMATION OF ESTERLINE TECHNOLOGIES SGIP LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Technologies SGIP LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of this limited liability company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State o |
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| April 2, 2019 |
Certificate of Incorporation of Hytek Finishes Co. EX-3.208 Exhibit 3.208 CERTIFICATE OF INCORPORATION OF HYTEK FINISHES CO. * * * * * ARTICLE I. NAME The name of the corporation is HYTEK FINISHES CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at su |
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| April 2, 2019 |
Amended and Restated By-laws of Norwich Aero Products, Inc. EX-3.217 Exhibit 3.217 AMENDED AND RESTATED BY-LAWS OF NORWICH AERO PRODUCTS, INC., A NEW YORK CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the considerat |
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| April 2, 2019 |
Amended and Restated Bylaws of Armtec Defense Products Co. EX-3.231 Exhibit 3.231 AMENDED AND RESTATED BYLAWS OF ARMTEC DEFENSE PRODUCTS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transact |
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| April 2, 2019 |
EX-4.58 Exhibit 4.58 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of February 13, 2019 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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| April 2, 2019 |
Consent of Perkins Coie LLP (included in Exhibit 5.7 hereto) EX-5.7 Exhibit 5.7 April 2, 2019 TransDigm UK Holdings plc 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Amendment No. 1 to Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Wisconsin state counsel to Avista, Incorporated, a Wisconsin corporation (“Avista”), in connecti |
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| April 2, 2019 |
As filed with the Securities and Exchange Commission on April 2, 2019 S-4/A 1 d651555ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 2, 2019 Registration No. 333-228336 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TransDigm UK Holdings plc TransDigm Inc. TransDigm Group Incorporated Subsidiary Guarantors Listed |
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| April 2, 2019 |
Amended and Restated Bylaws of Memtron Technologies Co. EX-3.225 Exhibit 3.225 AMENDED AND RESTATED BYLAWS OF MEMTRON TECHNOLOGIES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction |
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| April 2, 2019 |
Certificate of Formation of 17111 Waterview Pkwy LLC EX-3.220 Exhibit 3.220 CERTIFICATE OF FORMATION OF 17111 WATERVIEW PKWY LLC ARTICLE 1. NAME The name of the limited liability company is 17111 Waterview Pkwy LLC ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of this limited liability company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 1980 |
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| April 2, 2019 |
EX-24.77 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Georgia US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE GEORGIA US LLC By: Esterline Europe Company LLC, its sole member By: Esterline Tech |
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| April 2, 2019 |
EX-24.83 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Hytek Finishes Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. HYTEK FINISHES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER O |
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| April 2, 2019 |
EX-24.93 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Joslyn Sunbank Company, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. JOSLYN SUNBANK COMPANY, LLC By: Esterline Technologies Corporation, its sole member By: /s |
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| April 2, 2019 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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| April 2, 2019 |
Amended and Restated Bylaws of Souriau USA, Inc. EX-3.177 5 d651555dex3177.htm EX-3.177 Exhibit 3.177 AMENDED AND RESTATED BYLAWS OF SOURIAU USA, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of direct |
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| April 2, 2019 |
Restated Articles of Incorporation of TA Aerospace Co. EX-3.186 14 d651555dex3186.htm EX-3.186 Exhibit 3.186 A0810859 RESTATED ARTICLES OF INCORPORATION OF TA AEROSPACE CO. The undersigned certifies that: 1. He is the Vice President and Secretary of TA Aerospace Co., a California corporation (the “Corporation”). 2. The Articles of Incorporation of the Corporation, as heretofore amended, are restated as follows: ARTICLE I The name of this corporation i |
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| April 2, 2019 |
Amended and Restated Articles of Incorporation of Avista, Incorporated EX-3.202 30 d651555dex3202.htm EX-3.202 Exhibit 3.202 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVISTA, INCORPORATED The following Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of the Wisconsin Business Corporation Law (Chapter 180 of the Wisconsin Statutes), supersede and take the place of the existing Articles of Incorporation and a |
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| April 2, 2019 |
Amended and Restated Bylaws of Avista, Incorporated EX-3.203 31 d651555dex3203.htm EX-3.203 Exhibit 3.203 AMENDED AND RESTATED BYLAWS OF AVISTA, INCORPORATED, A WISCONSIN CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of d |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Mason Electric Co. EX-3.212 Exhibit 3.212 CERTIFICATE OF INCORPORATION OF ME ACQUISITION CO. * * * * * A STOCK CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law ARTICLE I. NAME The name of the corporation (the “Corporation”) is ME ACQUISITION CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is c/o Corporation Trust Center, |
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| April 2, 2019 |
EX-24.79 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Angus Electronics Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ANGUS ELECTRONICS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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| April 2, 2019 |
Amended and Restated Bylaws of Gamesman Inc. EX-3.239 Exhibit 3.239 AMENDED AND RESTATED BYLAWS OF GAMESMAN INC., A NEVADA CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to |
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| April 2, 2019 |
EX-4.29 Exhibit 4.29 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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| April 2, 2019 |
EX-4.15 Exhibit 4.15 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Memtron Technologies Co. EX-3.224 Exhibit 3.224 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 04/17/1998 981147415 – 2885398 CERTIFICATE OF INCORPORATION OF MEMTRON PURCHASE CO. ARTICLE 1. NAME The name of this corporation is Memtron Purchase Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Corporation Trust Center, 1209 Orange St |
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| April 2, 2019 |
Amended and Restated Bylaws of Mason Electric Co. EX-3.213 Exhibit 3.213 AMENDED AND RESTATED BYLAWS OF MASON ELECTRIC CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of su |
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| April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Europe Company LLC EX-3.195 23 d651555dex3195.htm EX-3.195 Exhibit 3.195 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE EUROPE COMPANY LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Europe Company LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Compa |
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| April 2, 2019 |
Amended and Restated Bylaws of Advanced Input Devices, Inc. EX-3.193 Exhibit 3.193 AMENDED AND RESTATED BYLAWS OF ADVANCED INPUT DEVICES, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transac |
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| April 2, 2019 |
Amended and Restated Bylaws of TA Aerospace Co. EX-3.187 15 d651555dex3187.htm EX-3.187 Exhibit 3.187 AMENDED AND RESTATED BYLAWS OF TA AEROSPACE CO., A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of dire |
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| April 2, 2019 |
Fifth Amended and Restated Certificate of Incorporation of Esterline Technologies Corporation EX-3.174 Exhibit 3.174 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ESTERLINE TECHNOLOGIES CORPORATION FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Esterline Technologies Corporation. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmi |
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| April 2, 2019 |
EX-24.89 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 17111 Waterview Pkwy LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. 17111 WATERVIEW PKWY LLC By: Esterline Technologies Corporation, its sole member By: /s/ Jona |
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| April 2, 2019 |
EX-24.84 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Janco Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. JANCO CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF |
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| April 2, 2019 |
EX-24.76 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Europe Company LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE EUROPE COMPANY LLC By: Esterline Technologies Corporation, its sole member By: |
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| April 2, 2019 |
EX-24.66 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Technologies Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE TECHNOLOGIES CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. C |
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| April 2, 2019 |
EX-24.78 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Federal LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE FEDERAL LLC By: Esterline Georgia US LLC, its sole member By: Esterline Technologies C |
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| April 2, 2019 |
EX-24.80 94 d651555dex2480.htm EX-24.80 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Avista, Incorporated has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. AVISTA, INCORPORATED By: /s/ Jonathan D. Crandall Name: Jonathan D |
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| April 2, 2019 |
EX-24.85 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Mason Electric Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. MASON ELECTRIC CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER O |
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| April 2, 2019 |
EX-24.87 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Norwich Aero Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. NORWICH AERO PRODUCTS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: |
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| April 2, 2019 |
EX-24.96 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Countermeasures TNO Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC COUNTERMEASURES TNO CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall |
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| April 2, 2019 |
EX-24.82 96 d651555dex2482.htm EX-24.82 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Technologies SGIP LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE TECHNOLOGIES SGIP LLC By: Esterline Technolog |
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| April 2, 2019 |
Certificate of Incorporation of Leach Technology Group, Inc. EX-3.184 Exhibit 3.184 CERTIFICATE OF INCORPORATION OF LEACH TECHNOLOGY GROUP, INC. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that: FIRST: The name of this corporation is LEACH TECHNOLOGY GROUP, INC. SECOND: Its Registered Office in the State of Delaware is to be located at 9 East Lo |
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| April 2, 2019 |
Amended and Restated Bylaws of Leach Technology Group, Inc. EX-3.185 Exhibit 3.185 AMENDED AND RESTATED BYLAWS OF LEACH TECHNOLOGY GROUP, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transac |
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| April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Federal LLC EX-3.199 Exhibit 3.199 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE FEDERAL LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Federal LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement |
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| April 2, 2019 |
Limited Liability Company Agreement of Esterline Technologies SGIP LLC EX-3.207 35 d651555dex3207.htm EX-3.207 Exhibit 3.207 LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE TECHNOLOGIES SGIP, LLC a Delaware limited liability company TABLE OF CONTENTS Page RECITALS 1 AGREEMENT 1 1. Organization of Company 1 1.1 Name 1 1.2 Formation 1 1.3 Certificate of Formation 1 1.4 Registered Agent 1 2. Definitions, Rules of Construction 1 3. Purpose 2 4. Principal Office 2 5. The |
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| April 2, 2019 |
Amended and Restated Bylaws of Janco Corporation EX-3.211 Exhibit 3.211 AMENDED AND RESTATED BYLAWS OF JANCO CORPORATION, A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of re |
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| April 2, 2019 |
Amended and Restated Bylaws of Armtec Countermeasures Co. EX-3.233 Exhibit 3.233 AMENDED AND RESTATED BYLAWS OF ARMTEC COUNTERMEASURES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transacti |
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| April 2, 2019 |
Amended and Restated Articles of Incorporation of Gamesman Inc. EX-3.238 Exhibit 3.238 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GAMESMAN INC. Pursuant to the provisions of Section 78.403 of the Nevada Revised Statutes, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation: 1. The name of the corporation is Gamesman Inc. 2. The Articles of Incorporation of the corporation were filed by the Secretary of State of |
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| April 2, 2019 |
EX-4.42 70 d651555dex442.htm EX-4.42 Exhibit 4.42 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK M |
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| April 2, 2019 |
EX-24.68 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline International Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE INTERNATIONAL COMPANY By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandal |
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| April 2, 2019 |
EX-24.73 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE US LLC By: Esterline Technologies Corporation, its sole member By: /s/ Jonathan D. Crandall |
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| April 2, 2019 |
Certificate of Incorporation, as amended, of Esterline Sensors Services Americas, Inc. EX-3.204 Exhibit 3.204 CERTIFICATE OF INCORPORATION OF AUXITROL CO. 1. The name of the corporation is: AUXITROL CO. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes t |
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| March 25, 2019 |
ESL / Esterline Technologies Corp. 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-06357 Esterline Technologies Corporation (Exact name of registrant as sp |
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| March 15, 2019 |
ESL / Esterline Technologies Corp. S-8 POS As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. |
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| March 15, 2019 |
ESL / Esterline Technologies Corp. S-8 POS As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. |
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| March 15, 2019 |
ESL / Esterline Technologies Corp. S-8 POS As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. |
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| March 15, 2019 |
ESL / Esterline Technologies Corp. S-8 POS As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. |
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| March 15, 2019 |
ESL / Esterline Technologies Corp. S-8 POS As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. |
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| March 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2019 Esterline Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-06357 13-2595091 (State or other jurisdiction of incorporation) ( |
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| March 14, 2019 |
Fifth Amended and Restated Certificate of Incorporation of Esterline Technologies Corporation. Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ESTERLINE TECHNOLOGIES CORPORATION FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Esterline Technologies Corporation. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Coun |
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| March 14, 2019 |
Second Amended and Restated Bylaws of Esterline Technologies Corporation. EX-3.2 3 exhibit32secondamendedandr.htm EXHIBIT 3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the |
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| March 14, 2019 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 25, 2019, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2- |
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| February 11, 2019 |
Submission of Matters to a Vote of Security Holders 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2019 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| February 11, 2019 |
ESL / Esterline Technologies Corp. / VANGUARD GROUP INC Passive Investment esterlinetechnologiescorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Esterline Technologies Corp Title of Class of Securities: Common Stock CUSIP Number: 297425100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check th |
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| February 8, 2019 |
SC 13G/A 1 dfs241.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18)* ESTERLINE TECHNOLOGIES CORP (Name of Issuer) Common Stock (Title of Class of Securities) 297425100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 5, 2019 |
EXHIBIT 10.4 ESTERLINE TECHNOLOGIES CORPORATION 2013 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT (For Esterline Executive & Corporate Officers Only) Pursuant to your Global Restricted Stock Unit Award Notice (the “Award Notice”) and this Global Restricted Stock Unit Award Agreement, including any applicable country-specific provisions in the Appendix hereto (together, this “ |
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| February 5, 2019 |
Offer Letter from Esterline Technologies Corporation to Donald E. Walther, dated April 20, 2018. EXHIBIT 10.2 April 20, 2018 Don Walther 340 East Randolph Street, Unit 2104 Chicago, IL 60601 Dear Don, I am pleased to confirm our offer to you for the position of Executive Vice President and General Counsel at Esterline Technologies Corporation. You will report directly to me and I would like you to start on May 15, 2018. Your total compensation at Esterline will be comprised of several compone |
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| February 5, 2019 |
Form of Termination Protection Agreement for Executive Officers. EXHIBIT 10.5 TERMINATION PROTECTION AGREEMENT This Agreement (“Agreement”) is made this day of between Esterline Technologies Corporation, a Delaware corporation, with its principal offices at 500 108th Avenue N.E., Suite 1500, Bellevue, Washington 98004 (the “Company”) and (the “Executive”). WHEREAS, the Board of Directors of the Company (the “Board”) determined it is appropriate to encourage the |
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| February 5, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-6357 ESTERLINE TECHNOLOGI |
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| February 5, 2019 |
EX-10.3 4 esl-ex103470.htm EX-10.3 EXHIBIT 10.3 ESTERLINE TECHNOLOGIES CORPORATION 2013 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT (For Esterline Executive & Corporate Officers Only) Pursuant to your Global Restricted Stock Unit Award Notice (the “Award Notice”) and this Global Restricted Stock Unit Award Agreement, including any applicable country-specific provisions in th |
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| February 5, 2019 |
Esterline Technologies Corporation Fiscal 2019 Annual Incentive Compensation Plan. EXHIBIT 10.1 Esterline Technologies Corporation FY19 Annual Incentive Compensation Plan for Corporate Office Participants 1. Purpose. Esterline Technologies Corporation (“Esterline” or the “Company”) has established this Annual Incentive Compensation Plan (“Corporate IC Plan” or the “Plan”) to reward its officers and other Corporate staff for effective work that leads and supports our operations i |
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| February 5, 2019 |
EX-11 7 esl-ex117.htm EX-11 EXHIBIT 11 ESTERLINE TECHNOLOGIES CORPORATION Computation of Basic and Diluted Earnings (Loss) Per Common Share For the Three-Month Periods Ended December 28, 2018, and December 29, 2017 (Unaudited) (In thousands, except per share amounts) Three Months Ended December 28, December 29, 2018 2017 Basic Weighted Average Number of Shares Outstanding 29,530 29,903 Earnings (L |
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| January 31, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2019 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| January 31, 2019 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Investor Relations – John Hobbs Media – Michelle DeGrand +1 425-453-9400 ESTERLINE REPORTS FISCAL 2019 FIRST QUARTER FINANCIAL RESULTS • Fiscal 2019 First Quarter Results ○ Sales of $485.0 million ○ GAAP income from continuing operations of $34.0 million, or $1.14 per diluted share ○ Adjusted income from continuing operations of $36.8 million, or |
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| January 29, 2019 |
8-K 1 d673946d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2019 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdicti |
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| January 18, 2019 |
Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 d689928d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 17, 2019 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdicti |
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| December 27, 2018 |
ESL / Esterline Technologies Corp. DEFA14A DEFA14A 1 esl-defa14a20180928.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| December 27, 2018 |
ESL / Esterline Technologies Corp. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 7, 2018 |
Amendment No. 11 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11)* ESTERLINE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.20 per share (Title and Class of Securities) 297425100 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite |
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| December 7, 2018 |
EX-99.1 2 d653590dex991.htm EX-99.1 Exhibit 99.1 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 6 |
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| December 6, 2018 |
EX-99.1 Exhibit 99.1 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Supplemental Q&A Reference Document for Employees Supplements and Updates the Q&A Reference Documents dated October 10, 2018 and October 30, 2018 Branding Q: TransDigm seems to have a different branding approach than Esterline – how could this impact the businesses in the future as a part of TransDigm? A: TransDigm manages their subsidiar |
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| December 6, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| December 6, 2018 |
Supplemental Q&A Reference Document for Employees Relating to Announcement of the Merger Agreement EX-99.1 Exhibit 99.1 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Supplemental Q&A Reference Document for Employees Supplements and Updates the Q&A Reference Documents dated October 10, 2018 and October 30, 2018 Branding Q: TransDigm seems to have a different branding approach than Esterline – how could this impact the businesses in the future as a part of TransDigm? A: TransDigm manages their subsidiar |
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| December 6, 2018 |
ESL / Esterline Technologies Corp. 8-K DEFA14A 1 d668322d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisd |
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| December 4, 2018 |
EX-99.1 2 d668020dex991.htm EX-99.1 Exhibit 99.1 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 3 |
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| December 4, 2018 |
Amendment No. 10 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* ESTERLINE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.20 per share (Title and Class of Securities) 297425100 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite |
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| November 30, 2018 |
ESL / Esterline Technologies Corp. DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 27, 2018 |
Amendment No. 9 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* ESTERLINE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.20 per share (Title and Class of Securities) 297425100 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite 1 |
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| November 27, 2018 |
EX-99.2 Exhibit 99.2 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on November 26, 2018. All such transactio |
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| November 27, 2018 |
EX-99.1 2 d657331dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.20 per share, of Esterline Tech |
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| November 21, 2018 |
Exhibit 21.1 SUBSIDIARIES The subsidiaries of the Company as of September 28, 2018, are as follows: Name of Subsidiary Jurisdiction of Incorporation Advanced Input Devices, Inc. Delaware Esterline Input Devices (Shanghai) Ltd. China Gamesman Ltd. England LRE Medical GmbH Germany Memtron Technologies Co. Delaware Armtec Defense Products Co. Delaware Armtec Countermeasures Co. Delaware Auxitrol S.A. |
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| November 21, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 3 Commission file number 1-6357 ESTERLINE TECHNOLOGIES CO |
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| November 21, 2018 |
Statement of Computation of Ratio of Earnings to Fixed Charges. Exhibit 12.1 ESTERLINE TECHNOLOGIES CORPORATION (In thousands) Statement of Computation of Ratio of Earnings to Fixed Charges Eleven Months Twelve Months Ended Ended 2018 2017 2016 2015 2014 2015 Earnings from Continuing Operations Before Income Taxes $ 153,576 $ 153,394 $ 136,025 $ 151,318 $ 211,283 $ 112,110 Fixed Charges 1 Interest expense 30,915 30,208 30,091 33,114 33,010 30,090 Interest incl |
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| November 21, 2018 |
Exhibit 11.1 ESTERLINE TECHNOLOGIES CORPORATION (In thousands, except per share amounts) Eleven Months Twelve Months Ended Ended 2018 2017 2016 2015 2014 2015 (Unaudited) (Recast) Computation of Earnings Per Share - Basic Weighted Average Number of Shares Outstanding 29,598 29,767 29,490 30,729 31,840 30,729 Earnings (Loss) Per Share Attributable to Esterline - Basic: Continuing Operations $ 2.33 |
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| November 20, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| November 20, 2018 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Investor Relations – John Hobbs Media – Michelle DeGrand +1 425-453-9400 ESTERLINE REPORTS FISCAL 2018 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS • Fiscal 2018 Fourth Quarter Results • Sales of $535.3 million • GAAP income from continuing operations of $49.9 million, or $1.69 per diluted share • Adjusted income from continuing operations of $ |
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| November 13, 2018 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.20 per share, of Esterline Technologies Corporation. This J |
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| November 13, 2018 |
Amendment No. 8 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* ESTERLINE TECHNOLOGIES CORPORATION (Name of Issuer) Common Stock, par value $0.20 per share (Title and Class of Securities) 297425100 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite 1 |
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| November 13, 2018 |
EX-99.2 Exhibit 99.2 TRANSACTIONS The following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on November 12, 2018. All such transactions were sales of securities of the Issuer effected in the open ma |
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| November 7, 2018 |
Results of Operations and Financial Condition, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 Esterline Technologies Corporation (Exact name of Registrant as specified in its charter) Delaware 001-06357 13-2595091 (State or other jurisdiction of incorporat |
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| November 7, 2018 |
ESL / Esterline Technologies Corp. 8-K DEFA14A 1 d645023d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 Esterline Technologies Corporation (Exact name of Registrant as specified in its charter) Delaware 001-06357 13-2595091 (State or other j |
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| November 7, 2018 |
ESL / Esterline Technologies Corp. PRELIMINARY PROXY STATEMENT Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 30, 2018 |
8-K 1 d646909d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdicti |
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| October 30, 2018 |
EX-99.1 Exhibit 99.1 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Supplemental Q&A Reference Document for Employees Supplements and Updates the Q&A Reference Document dated October 10, 2018 Details, Rationale and Process Q: What are the plans for integrating the two companies? How will the integration process be managed? A: A cross-functional integration planning team led by members of senior management |
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| October 30, 2018 |
ESL / Esterline Technologies Corp. 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 30, 2018 |
Supplemental Q&A Reference Document for Employees Relating to Announcement of the Merger Agreement EX-99.1 Exhibit 99.1 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Supplemental Q&A Reference Document for Employees Supplements and Updates the Q&A Reference Document dated October 10, 2018 Details, Rationale and Process Q: What are the plans for integrating the two companies? How will the integration process be managed? A: A cross-functional integration planning team led by members of senior management |
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| October 18, 2018 |
EX-99.2 Exhibit 99.2 To Date October 17, 2018 From Curtis Reusser Subject Severance Plan for Senior Managers cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Senior Managers (the “Plan”). The Plan’s purpose is to retain senior managers during uncertain times by giving them assurance o |
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| October 18, 2018 |
EX-99.3 Exhibit 99.3 To Date October 18, 2018 From Curtis Reusser Subject Severance Plan for Corporate Staff Employees cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Corporate Staff Employees (the “Plan”). The Plan’s purpose is to retain corporate staff employees during uncertain ti |
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| October 18, 2018 |
EX-99.1 Exhibit 99.1 To Date October 18, 2018 From Curtis Reusser Subject Severance Plan for Platform Presidents and Senior Managers and Treatment of Equity Awards cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Platform Presidents and Senior Manager (the “Plan”) and a brief descript |
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| October 18, 2018 |
8-K 1 d640870d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 18, 2018 ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdicti |
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| October 18, 2018 |
Memo re: Severance Plan for Corporate Staff Employees EX-99.3 4 d640870dex993.htm EX-99.3 Exhibit 99.3 To Date October 18, 2018 From Curtis Reusser Subject Severance Plan for Corporate Staff Employees cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Corporate Staff Employees (the “Plan”). The Plan’s purpose is to retain corporate staff e |
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| October 18, 2018 |
Memo re: Severance Plan for Senior Managers EX-99.2 Exhibit 99.2 To Date October 17, 2018 From Curtis Reusser Subject Severance Plan for Senior Managers cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Senior Managers (the “Plan”). The Plan’s purpose is to retain senior managers during uncertain times by giving them assurance o |
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| October 18, 2018 |
ESL / Esterline Technologies Corp. 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 18, 2018 ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 18, 2018 |
Memo re: Severance Plan for Platform Presidents and Senior Managers and Treatment of Equity Awards EX-99.1 2 d640870dex991.htm EX-99.1 Exhibit 99.1 To Date October 18, 2018 From Curtis Reusser Subject Severance Plan for Platform Presidents and Senior Managers and Treatment of Equity Awards cc Executive Team In view of the proposed sale of Esterline to TransDigm, I want to provide you with a summary of the benefits under Esterline’s Severance Plan for Platform Presidents and Senior Manager (the |
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| October 17, 2018 |
EX-99.1 2 d638363dex991.htm EX-99.1 Exhibit 99.1 Esterline Technologies Corporation Equity Plan FAQs Relating to the Contemplated Merger with TransDigm Group Incorporated As you know, on October 9, 2018, Esterline Technologies Corporation (the “Company”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with TransDigm Group Incorporated (“TransDigm”) and Thunderbird |
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| October 17, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 d638363d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdicti |
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| October 17, 2018 |
EX-99.2 3 d638363dex992.htm EX-99.2 Exhibit 99.2 FORM OF LETTER AGREEMENT Subject: Deal Retention Bonus Now that the acquisition of Esterline by TransDigm has been announced we have a lot of work in front of us to bring the transaction to a successful completion. Given your role in the organization you and your leadership are key in helping navigate the uncertainty and ambiguity over the coming mo |
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| October 17, 2018 |
Equity Plan Frequently Asked Questions Related to the Contemplated Merger EX-99.1 Exhibit 99.1 Esterline Technologies Corporation Equity Plan FAQs Relating to the Contemplated Merger with TransDigm Group Incorporated As you know, on October 9, 2018, Esterline Technologies Corporation (the “Company”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with TransDigm Group Incorporated (“TransDigm”) and Thunderbird Merger Sub Inc., a wholly o |
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| October 17, 2018 |
ESL / Esterline Technologies Corp. 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 17, 2018 |
Form of Letter Agreement re: Deal Retention Bonus EX-99.2 3 d638363dex992.htm EX-99.2 Exhibit 99.2 FORM OF LETTER AGREEMENT Subject: Deal Retention Bonus Now that the acquisition of Esterline by TransDigm has been announced we have a lot of work in front of us to bring the transaction to a successful completion. Given your role in the organization you and your leadership are key in helping navigate the uncertainty and ambiguity over the coming mo |
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| October 12, 2018 |
EX-99.1 2 d634619dex991.htm EX-99.1 Exhibit 99.1 October 12, 2018 Dear Valued Partner, This week, we announced that Esterline has signed an agreement to be acquired by TransDigm. We expect the sale to complete in the second half of calendar 2019. A copy of the joint press release that was issued is attached for your reference and other supporting materials have been filed with the SEC. Esterline b |
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| October 12, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 12, 2018 |
Form of Letter to Valued Partners EX-99.1 2 d634619dex991.htm EX-99.1 Exhibit 99.1 October 12, 2018 Dear Valued Partner, This week, we announced that Esterline has signed an agreement to be acquired by TransDigm. We expect the sale to complete in the second half of calendar 2019. A copy of the joint press release that was issued is attached for your reference and other supporting materials have been filed with the SEC. Esterline b |
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| October 12, 2018 |
ESL / Esterline Technologies Corp. 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 11, 2018 |
Entry into a Material Definitive Agreement 8-K 1 d632874d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2018 (October 10, 2018) Esterline Technologies Corporation (Exact name of Registrant as specified in its charter) Delaware 001-06357 13-25950 |
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| October 11, 2018 |
EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 10, 2018, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Parent”), and THUNDERBIRD MERGER SUB INC., a Delaware corporation (“Merger Sub” and |
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| October 11, 2018 |
EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of October 10, 2018, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Parent”), and THUNDERBIRD MERGER SUB INC., a Delaware corporation (“Merger Sub” and |
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| October 11, 2018 |
ESL / Esterline Technologies Corp. FORM 8-K DEFA14A 1 d632874d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2018 (October 10, 2018) Esterline Technologies Corporation (Exact name of Registrant as specified in its charter) Delaware 001-06357 13-2 |
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| October 10, 2018 |
Platform Presidents Email Template #1 EX-99.2 Exhibit 99.2 Platform Presidents Email Template #1 I have some important news to share with you about Esterline. Please read the attached memo from CEO Curtis Reusser detailing the future direction of the company as we announce that we have entered into an agreement to be acquired by TransDigm. I hope you’ll be able to attend one of our upcoming all-hands meetings where we will further dis |
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| October 10, 2018 |
EX-99.1 Exhibit 99.1 To All Employees Date October 10, 2018 From Curtis Reusser Subject Esterline Transaction Announcement Dear Valued Esterline Team Members: I would like to share some exciting news about our company. Esterline has announced an agreement under which TransDigm will purchase Esterline for $122.50 per share. This transaction is the result of a thorough strategic review process invol |
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| October 10, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
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| October 10, 2018 |
EX-99.4 5 d564652dex994.htm EX-99.4 COMPANY CONFIDENTIAL Strategic Combination Discussion October 10, 2018 Exhibit 99.4 COMPANY CONFIDENTIAL Additional Information and Where to Find It This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securitie |
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| October 10, 2018 |
EX-99.3 Exhibit 99.3 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Esterline Company Transition to New Ownership Q&A Reference Document for Employees Provides answers to some of the most common questions being asked during this process. Overview of Company Transition Process/Decision • The Esterline leadership team and Board of Directors regularly assess our strategic direction and opportunities to enhan |
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| October 10, 2018 |
EX-99.4 COMPANY CONFIDENTIAL Strategic Combination Discussion October 10, 2018 Exhibit 99.4 COMPANY CONFIDENTIAL Additional Information and Where to Find It This communication is being made in respect of the proposed transaction involving TransDigm and Esterline. In connection with the proposed transaction, Esterline intends to file relevant materials with the Securities and Exchange Commission (t |
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| October 10, 2018 |
Form of Email to Employees from Platform Presidents EX-99.2 Exhibit 99.2 Platform Presidents Email Template #1 I have some important news to share with you about Esterline. Please read the attached memo from CEO Curtis Reusser detailing the future direction of the company as we announce that we have entered into an agreement to be acquired by TransDigm. I hope you’ll be able to attend one of our upcoming all-hands meetings where we will further dis |
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| October 10, 2018 |
Employee Q&A Relating to Announcement of the Merger Agreement Exhibit 99.3 QUESTIONS AND ANSWERS FOR TEAM MEMBERS Esterline Company Transition to New Ownership Q&A Reference Document for Employees Provides answers to some of the most common questions being asked during this process. Overview of Company Transition Process/Decision • The Esterline leadership team and Board of Directors regularly assess our strategic direction and opportunities to enhance value |
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| October 10, 2018 |
ESL / Esterline Technologies Corp. 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2018 Date of Report (Date of earliest event reported) ESTERLINE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-06357 13-2595091 (State or Other Jurisdiction of Incorporation) |
