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ACQUISITIONS | 9 Months Ended
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Jun. 29, 2024
Business Combinations [Abstract] |
ACQUISITIONS | ACQUISITIONS Raptor Scientific – On May 24, 2024, the Company entered into a definitive agreement to acquire all the outstanding stock of Raptor Scientific for a total purchase price of approximately $655 million in cash, including certain tax benefits. The acquisition was completed on July 31, 2024 and financed through existing cash on hand. Raptor Scientific is a leading global manufacturer of complex test and measurement solutions primarily serving the aerospace and defense end markets. Its products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. CPI's Electron Device Business – On June 6, 2024, the Company completed the acquisition of all the outstanding stock of the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”) for approximately $1,385 million in cash. The acquisition was financed through existing cash on hand, inclusive of a portion of the cash proceeds from the new long-term debt issued during the first quarter of fiscal 2024 (refer to Note 7, “Debt,” for further disclosure of the aforementioned debt issuances). CPI’s Electron Device Business is a leading global manufacturer of electronic components and subsystems primarily serving the aerospace and defense market. Its products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of CPI’s Electron Device Business are included within TransDigm's Power & Control segment as of the June 6, 2024 acquisition date. As of June 29, 2024, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the acquisition of CPI's Electron Device Business are subject to adjustment until the end of the respective measurement period. The Company accounted for the acquisition of CPI's Electron Device Business using the acquisition method of accounting and included the results of operations of the acquisition in its condensed consolidated financial statements from the effective date of the acquisition. The purchase price was allocated to identifiable assets and liabilities based on information available at the date of acquisition. The allocation of the purchase price is preliminary and will likely change in future periods, perhaps materially, as fair value estimates of the assets acquired, particularly intangible assets and property, plant and equipment, and liabilities assumed are finalized. The Company is in the process of obtaining a third-party valuation of certain intangible assets and property, plant and equipment of CPI's Electron Device Business. Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the thirty-nine week periods ended June 29, 2024 or July 1, 2023 are not material and, accordingly, are not provided. The allocation of the estimated fair value of assets acquired and liabilities assumed in the acquisition of CPI's Electron Device Business as of the June 6, 2024 acquisition date is summarized in the table below (in millions):
Assets acquired (excluding cash): |  |  |  |  |  |  |
Trade accounts receivable |  | $ | 40 |  |  |  |  |  |
Inventories |  | 81 |  |  |  |  |  |
Prepaid expenses and other |  | 64 |  |  |  |  |  |
Property, plant and equipment |  | 137 |  |  |  |  |  |
Goodwill |  | 844 |  |  |  |  |  | (1)
Other intangible assets |  | 368 |  |  |  |  |  | (1)
Other non-current assets |  | 15 |  |  |  |  |  |
Total assets acquired (excluding cash) |  | 1,549 |  |  |  |  |  |
Liabilities assumed: |  |  |  |  |  |  |
Accounts payable |  | 18 |  |  |  |  |  |
Accrued and other current liabilities |  | 45 |  |  |  |  |  |
Deferred income taxes |  | 89 |  |  |  |  |  |
Other non-current liabilities |  | 12 |  |  |  |  |  |
Total liabilities assumed |  | 164 |  |  |  |  |  |
Net assets acquired |  | $ | 1,385 |  |  |  |  |  |
(1)Based on the preliminary allocation of the net assets acquired, the Company expects that the $844 million of goodwill and $368 million of other intangible assets recognized for the acquisition will not be deductible for tax purposes. SEI Industries LTD – On May 21, 2024, the Company acquired all the outstanding stock of SEI Industries LTD (“SEI”) for approximately $170 million in cash, including certain tax benefits. The acquisition was financed through existing cash on hand. SEI, located in Delta, British Columbia, Canada, is a leading provider of highly engineered products for aerial firefighting and other liquid transportation solutions, such as remote refueling, for both the commercial and defense aerospace end markets. The products are primarily proprietary with significant aftermarket content. SEI's operating results are presented within TransDigm's Airframe segment as of the May 21, 2024 acquisition date. The Company accounted for the SEI acquisition using the acquisition method of accounting and included the results of operations of the acquisition in its condensed consolidated financial statements from the effective date of the acquisition. The purchase price was allocated to identifiable assets and liabilities based on information available at the date of acquisition. The allocation of the purchase price is preliminary and will likely change in future periods, perhaps materially, as fair value estimates of the assets acquired, particularly intangible assets, and liabilities assumed are finalized. The Company is in the process of obtaining a third-party valuation of certain intangible assets of SEI. Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the thirty-nine week periods ended June 29, 2024 or July 1, 2023 are not material and, accordingly, are not provided. The allocation of the estimated fair value of assets acquired and liabilities assumed in the SEI acquisition as of the May 21, 2024 acquisition date is summarized in the table below (in millions):
Assets acquired (excluding cash): |  |  |  |  |  |  |
Trade accounts receivable |  | $ | 2 |  |  |  |  |  |
Inventories |  | 11 |  |  |  |  |  |
Prepaid expenses and other |  | — |  |  |  |  |  |
Property, plant and equipment |  | 1 |  |  |  |  |  |
Goodwill |  | 109 |  |  |  |  |  | (1)
Other intangible assets |  | 68 |  |  |  |  |  | (1)
Other non-current assets |  | — |  |  |  |  |  |
Total assets acquired (excluding cash) |  | 191 |  |  |  |  |  |
Liabilities assumed: |  |  |  |  |  |  |
Accounts payable |  | 1 |  |  |  |  |  |
Accrued and other current liabilities |  | 1 |  |  |  |  |  |
Deferred income taxes |  | 19 |  |  |  |  |  |
Other non-current liabilities |  | — |  |  |  |  |  |
Total liabilities assumed |  | 21 |  |  |  |  |  |
Net assets acquired |  | $ | 170 |  |  |  |  |  |
(1)Based on the preliminary allocation of the net assets acquired, the Company expects that the $109 million of goodwill and $68 million of other intangible assets recognized for the acquisition will not be deductible for tax purposes. FPT Industries LLC – On March 1, 2024, the Company acquired all the outstanding stock of FPT Industries LLC (“FPT”) for approximately $57 million in cash. The acquisition was financed through existing cash on hand. FPT, which has facilities in the United Kingdom and Alabama, designs and manufactures an extensive range of specialist fuel tanks and flotation systems for both the commercial and defense aerospace end markets. The products are primarily proprietary with significant aftermarket content. FPT's operating results are presented within TransDigm's Airframe segment as of the March 1, 2024 acquisition date. The Company accounted for the FPT acquisition using the acquisition method of accounting and included the results of operations of the acquisition in its condensed consolidated financial statements from the effective date of the acquisition. The allocation of the purchase price remains preliminary and will likely change, though not materially, in future periods up to the expiration of the respective one year measurement period as fair value estimates of the assets acquired and liabilities assumed are finalized. The Company expects that $9 million of the approximately $35 million of goodwill recognized for the acquisition will be deductible for tax purposes over 15 years. The Company expects that none of the approximately $19 million of other intangible assets recognized for the acquisition will be deductible for tax purposes. Pro forma net sales and results of operations for the acquisition, had it occurred at the beginning of the thirty-nine week periods ended June 29, 2024 or July 1, 2023 are not material and, accordingly, are not provided. Calspan Corporation – On May 8, 2023, the Company acquired all the outstanding stock of Calspan Corporation (“Calspan”) for approximately $730 million in cash, which includes a $1 million working capital settlement paid in the first quarter of fiscal 2024 and certain tax benefits. The acquisition was financed through existing cash on hand. Calspan is a leading independent provider of proprietary highly engineered testing and technology development services and systems primarily for the aerospace and defense industry. Calspan’s state of the art transonic wind tunnel is used across a range of important aftermarket-focused development activities for both the commercial and defense aerospace end markets. The services and systems are primarily proprietary with significant aftermarket content. Calspan's operating results are included within TransDigm's Airframe segment. The Company accounted for the Calspan acquisition using the acquisition method of accounting and third-party valuation appraisals and included the results of operations of the acquisition in its condensed consolidated financial statements from the effective date of the acquisition. The total purchase price of Calspan was allocated to the underlying assets acquired and liabilities assumed based upon the respective fair value at the date of acquisition. To the extent the purchase price exceeded the fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. The Company utilized both the cost and market approaches to value property, plant and equipment, which consider external transactions and other comparable transactions, estimated replacement and reproduction costs, and estimated useful lives and consideration for physical, functional and economic obsolescence. The fair values of acquired intangibles are determined based on an income approach, using estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. Pro forma net sales and results of operations for the Calspan acquisition had it occurred at the beginning of the thirty-nine week period ended July 1, 2023 are not material and, accordingly, are not provided. The final allocation of the fair value of assets acquired and liabilities assumed in the Calspan acquisition as of the May 8, 2023 acquisition date, as well as measurement period adjustments recorded within the permissible one year measurement period, are summarized in the table below (in millions):
|  | Preliminary |  | Measurement Period |  | Final |
|  | Allocation |  | Adjustments (2) |  | Allocation |
Assets acquired (excluding cash): |  |  |  |  |  |  |
Trade accounts receivable |  | $ | 39 |  |  | $ | — |  |  | $ | 39 |  |
Inventories |  | 2 |  |  | — |  |  | 2 |  |
Prepaid expenses and other |  | 40 |  |  | (3) |  |  | 37 |  |
Property, plant and equipment |  | 105 |  |  | 234 |  |  | 339 |  |
Goodwill |  | 367 |  |  | (87) |  |  | 280 |  | (1)
Other intangible assets |  | 243 |  |  | (142) |  |  | 101 |  | (1)
Other non-current assets |  | 7 |  |  | — |  |  | 7 |  |
Total assets acquired (excluding cash) |  | 803 |  |  | 2 |  |  | 805 |  |
Liabilities assumed: |  |  |  |  |  |  |
Accounts payable |  | 10 |  |  | (1) |  |  | 9 |  |
Accrued and other current liabilities |  | 50 |  |  | 4 |  |  | 54 |  |
Deferred income taxes |  | 8 |  |  | (3) |  |  | 5 |  |
Other non-current liabilities |  | 6 |  |  | 1 |  |  | 7 |  |
Total liabilities assumed |  | 74 |  |  | 1 |  |  | 75 |  |
Net assets acquired |  | $ | 729 |  |  | $ | 1 |  |  | $ | 730 |  |
(1)Of the approximately $280 million of goodwill recognized for the acquisition, approximately $222 million is deductible for tax purposes. Of the approximately $101 million of other intangible assets recognized for the acquisition, approximately $86 million is deductible for tax purposes. The goodwill and intangible assets are deductible over 15 years. (2)Measurement period adjustments primarily related to the adjustments in the fair values of the acquired property, plant and equipment and other intangible assets from the third-party valuation. A substantial portion of the measurement period adjustments to property, plant and equipment relates to the fair value of the transonic wind tunnel. The offset to the measurement period adjustments was to goodwill. The fiscal 2024 acquisitions of CPI's Electron Device Business, SEI and FPT and fiscal 2023 acquisition of Calspan completed by the Company strengthen and expand the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers). The purchase prices paid reflect the current EBITDA As Defined and cash flows, as well as the future EBITDA As Defined and cash flows expected to be generated by the businesses, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years. Extant Aerospace Acquisitions – For the thirty-nine week period ended June 29, 2024, the Company's Extant Aerospace subsidiary, which is included within TransDigm’s Power & Control segment, completed a series of acquisitions of substantially all of the assets and technical data rights of certain product lines (collectively, referred to herein as the “Extant Aerospace product line acquisitions”), each meeting the definition of a business, for a total purchase price of $72 million. The Company accounted for the acquisitions using the acquisition method of accounting and included the results of operations of the acquisitions in its condensed consolidated financial statements from the effective date of each acquisition. The allocation of the purchase price remains preliminary and will likely change, though not materially, in future periods up to the expiration of the respective one year measurement period as fair value estimates of the assets acquired and liabilities assumed are finalized. The Company expects that all of the approximately $32 million of goodwill and $18 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years. For the fiscal year ended September 30, 2023, the Company's Extant Aerospace subsidiary, completed a series of acquisitions of substantially all of the assets and technical data rights of certain product lines, each meeting the definition of a business, for a total purchase price of $24 million. The Company accounted for the acquisitions using the acquisition method of accounting and included the results of operations of the acquisitions in its condensed consolidated financial statements from the effective date of each acquisition. The Company expects that all of the approximately $12 million of goodwill and $6 million of other intangible assets recognized for the acquisitions is deductible for tax purposes over 15 years. Pro forma net sales and results of operations for the Extant Aerospace product line acquisitions, had they occurred at the beginning of the thirty-nine week periods ended June 29, 2024 or July 1, 2023 are not material and, accordingly, are not provided.

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