TransDigm gets requisite consents from 10 3/8% '08 noteholders

New York, July 8 - TransDigm Inc. said that it had received sufficient consents to proposed indenture changes from the holders of its 10 3/8% senior subordinated notes due 2008, as part of the company's previously announced cash tender offer for the notes.

The company - which made released the announcement following the July 7 expiration of the tender offer's consent period - said that as a result of having received the proper number of consents, it has executed and delivered to the notes' trustee a supplemental indenture setting forth the amendments, although these will not actually become operative until TransDigm purchases all validly tendered notes under the terms of the tender offer.

As previously announced, TransDigm, a Richmond Heights, Ohio aerospace components manufacturer, said on June 23 that it had begun a cash tender offer and consent solicitation for any and all its 10 3/8% notes.

It set a now-expired consent deadline of 5 p.m. ET on July 7, and said the tender offer would expire at midnight ET on July 21, subject to possible extension.

The company said it would pay $1,083.93 for each $1,000 principal amount of notes tendered, including a $20 consent payment for those holders tendering their notes by the consent deadline and thus agreeing to amend the notes' indenture to eliminate substantially all of its restrictive covenants, certain event-of-default provisions and certain provisions relating to a merger, consolidation or sale of assets and amend certain defeasance provisions. All tendering holders will also receive accrued and unpaid interest up to but not including the date of payment.

TransDigm said the offer would be subject to various conditions, including receipt of the necessary number of consents and the consummation of the previously announced planned merger of the company's parent, TransDigm Holding Co., with TD Acquisition Corp.

Credit Suisse First Boston LLC (212 325-2537 or 800 820-1653) is dealer manager, Georgeson Shareholder Communications (212 440-9800 or 800 261-8161) is information agent and the depositary is U.S. Bank NA.

Pediatric Services of America buys back additional 10% '08 notes

New York, July 8 - Pediatric Services of America, Inc. said that it has repurchased an additional $1 million of its 10% senior subordinated notes due 2008 - the latest of several such repurchase transactions.

The company, a Norcross, Ga.-based provider of pediatric home health care services, said that the notes were purchased in a private transaction for $953,750 cash, plus accrued interest.

As a result, the company anticipates that this transaction will result in a pre-tax gain of approximately $29,000, net of the write-off of the related deferred financing fees, in the quarter which will end on Sept. 30.

With the latest transaction, the aggregate principal amount of the notes now outstanding has been lowered to $21.35 million. Since Sept. 30, 2001, the company has repurchased $11 million of the notes in a series of private transactions, including $5 million on Oct. 10, 2001, $3 million on June 7, 2002, $1 million on Jan. 14, 2003, $1 million on July 1, 2003, and the latest transaction. The company had also bought back $700,000 of the notes in a private transaction announced Aug. 15, 2001.

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