0000909518-12-000022.txt : 20120126 0000909518-12-000022.hdr.sgml : 20120126 20120126154515 ACCESSION NUMBER: 0000909518-12-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120126 DATE AS OF CHANGE: 20120126 GROUP MEMBERS: BERKSHIRE FUND VII-A L.P. GROUP MEMBERS: BERKSHIRE INVESTORS III LLC GROUP MEMBERS: BERKSHIRE INVESTORS LLC GROUP MEMBERS: STOCKBRIDGE ABSOLUTE RETURN FUND L.P. GROUP MEMBERS: STOCKBRIDGE FUND L.P. GROUP MEMBERS: STOCKBRIDGE FUND M L.P. GROUP MEMBERS: STOCKBRIDGE MASTER FUND (OS) L.P. GROUP MEMBERS: STOCKBRIDGE PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TransDigm Group INC CENTRAL INDEX KEY: 0001260221 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 510484716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81705 FILM NUMBER: 12547597 BUSINESS ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3710 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 216 706 2939 MAIL ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3710 CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: TD HOLDING CORP DATE OF NAME CHANGE: 20030818 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE FUND VII L.P. CENTRAL INDEX KEY: 0001374109 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: 200 CLARENDON STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O BERKSHIRE PARTNERS LLC STREET 2: 200 CLARENDON STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: BERKSHIRE FUND VII L P DATE OF NAME CHANGE: 20060829 SC 13D/A 1 mm01-2612tgi_13da3.htm AMENDMENT NO.3 mm01-2612tgi_13da3.htm
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
TRANSDIGM GROUP INCORPORATED
(Name of Issuer)
 
 
Common Stock, par value $.01 per share
(Title of Class of Securities)


893641100
(CUSIP Number)
 
COPY TO:
 
Sharlyn C. Heslam
Berkshire Partners LLC
200 Clarendon St., 35th Floor
Boston, MA 02116
(617) 227-0050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
  
   
January 20, 2012
  
(Date of Event which Requires Filing of This Statement)
(Note: This Amendment No. 3 is not required; it is being filed voluntarily.)
  


 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 
 

 
CUSIP No. 893641100    Page 2 of 17
 
 
SCHEDULE 13D

  (1) 
  
NAME OF REPORTING PERSON:
 
Berkshire Fund VII, L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  x       (b)  ¨
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
3,406,694
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
3,406,694
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,406,694
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.73%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.
 
 

 
 
 

 
CUSIP No. 893641100    Page 3 of 17
 
 
SCHEDULE 13D

  (1) 
  
NAME OF REPORTING PERSON:
 
Berkshire Fund VII-A, L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  x       (b)  ¨
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
636,891
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
636,891
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
636,891
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.26%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.


 
 
 
 
 
 

 
CUSIP No. 893641100    Page 4 of 17
 
 
SCHEDULE 13D

  (1)
  
NAME OF REPORTING PERSON:
 
Berkshire Investors LLC
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
 67,357
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
67,357
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
67,357
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.13%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.


 
 
 

 
CUSIP No. 893641100    Page 5 of 17
 
 
SCHEDULE 13D

 
  (1) 
  
NAME OF REPORTING PERSON:
 
Berkshire Investors III LLC
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
17,090
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
17,090
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,090
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.03%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.



 
 
 

 
CUSIP No. 893641100    Page 6 of 17
 
 
SCHEDULE 13D
 
 
  (1) 
  
NAME OF REPORTING PERSON:
 
Stockbridge Fund, L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
479,985
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
479,985
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
479,985
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.95%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.



 
 
 

 
CUSIP No. 893641100    Page 7 of 17
 
 
SCHEDULE 13D
 
 
  (1) 
  
NAME OF REPORTING PERSON:
 
Stockbridge Partners LLC
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
-0-
  (8)
  
SHARED VOTING POWER
 
158,662
  (9)
  
SOLE DISPOSITIVE POWER
 
158,662
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
158,662
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.31%1
(14)
  
TYPE OF REPORTING PERSON
 
PN
 
 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.
 

 
 
 
 

 
CUSIP No. 893641100    Page 8 of 17
 
 
SCHEDULE 13D
 

  (1) 
  
NAME OF REPORTING PERSON:
 
Stockbridge Fund M, L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
76,517
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
76,517
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
76,517
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.15%1
(14)
  
TYPE OF REPORTING PERSON
 
PN

 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.
 

 
 
 
 

 
CUSIP No. 893641100    Page 9 of 17
 
 
SCHEDULE 13D
 

  (1) 
  
NAME OF REPORTING PERSON:
 
Stockbridge Absolute Return Fund, L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
3,497
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
3,497
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,497
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.01%1
(14)
  
TYPE OF REPORTING PERSON
 
PN

 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.
 
 


 
 
 

 
CUSIP No. 893641100    Page 10 of 17
 
 
SCHEDULE 13D

  (1) 
  
NAME OF REPORTING PERSON:
 
Stockbridge Master Fund (OS), L.P.
 
 
  (2)
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨        (b)  x
 
  (3)
  
SEC USE ONLY
 
 
  (4)
  
SOURCE OF FUNDS
 
OO
  (5)
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)    ¨
 
  (6)
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
  (7) 
  
SOLE VOTING POWER
 
44,501
  (8)
  
SHARED VOTING POWER
 
-0-
  (9)
  
SOLE DISPOSITIVE POWER
 
44,501
(10)
  
SHARED DISPOSITIVE POWER
 
-0-
(11)
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,501
(12)
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
 
 
(13)
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.09%1
(14)
  
TYPE OF REPORTING PERSON
 
PN

 

1
Percentage calculations are based upon 50,607,635 issued and outstanding shares as of January 3, 2012, as reported in the Issuer’s annual proxy statement on Schedule 14A dated January 23, 2012.
 
 

 
 
 

 
CUSIP No. 893641100    Page 11 of 17
 
 
Explanatory Note: This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13D first filed on April 1, 2010, as amended on December 9, 2010 and on June 6, 2011 (as amended, the “Schedule 13D”) and is being filed jointly by the following (each, a “Reporting Person,” and, collectively, the “Reporting Persons”): Berkshire Fund VII, L.P. (“Fund VII”), Berkshire Fund VII-A, L.P. (“Fund VII-A”), Berkshire Investors LLC (“Investors”), Berkshire Investors III LLC (“Investors III”), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF”), Stockbridge Partners LLC (“SP”), Stockbridge Fund M, L.P. (“SFM”), Stockbridge Absolute Return Fund, L.P. (“SARF”) and Stockbridge Master Fund (OS), L.P. (“SOS”).  Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D.
 

Item 3.
Source and Amount of Funds
 
Item 3 of the Schedule 13D is amended as follows:
 
The ultimate source of funds for the acquisitions of the Common Stock during the period of June 7, 2011 through January 25, 2012 by (i) SF, SFM and SOS was capital contributions of the partners of such Reporting Person or investment proceeds thereof and (ii) SP was capital contributed to a managed account advised by such Reporting Person or investment proceeds thereof. The total amount of funds used by the Reporting Persons in making their purchases was $14,856,794 Of this total, SP used $2,046,471 to make purchases on behalf of a private endowment.
 

Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is supplemented as follows:
 
On January 20, 2012, the Issuer announced that it, along with its wholly-owned subsidiary TransDigm Inc. and AGH Acquisition, Inc., a wholly owned subsidiary of TransDigm Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AmSafe Global Holdings, Inc. (“AmSafe”) and BSR LLC and Greenbriar Equity Fund II, L.P., as stockholder representatives, providing for the Issuer’s  purchase of AmSafe Global Holdings, Inc., a privately-owned, world leading supplier of innovative, highly engineered and proprietary safety and restraint equipment used primarily in the global aerospace industry, for a total purchase price of approximately $750 million.  On January 23, 2012, the Issuer filed a copy of the Merger Agreement on Form 8-K.
 
Certain of the Reporting Persons and their affiliates hold approximately 37.5% of the equity of AmSafe.  Mr. Robert Small, a Managing Director of Berkshire, serves on the board of directors of the Issuer, but does not serve on the board of directors of AmSafe.  Mr. Small recused himself from deliberations regarding the potential acquisition and abstained from the vote of the Issuer’s board of directors in approving the AmSafe acquisition transaction.
 

Item 5.
Interest in Securities of Issuer.
 
Item 5 of the Schedule 13D is amended as follows:
 
(a) and (b)
 
The beneficial ownership of Common Stock by each person named in Item 2 above is as follows:
 
Fund VII directly holds 3,406,694 shares of Common Stock. Accordingly, Fund VII has sole voting and dispositive power with respect to 3,406,694 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VII, 7BA may be deemed to beneficially own 3,406,694 shares of Common Stock held by Fund VII. However, 7BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 7BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VII.
 
Fund VII-A directly holds 636,891 shares of Common Stock. Accordingly, Fund VII-A has sole voting and dispositive power with respect to 636,891 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VII-A, 7BA may be deemed to beneficially own 636,891 shares of Common Stock held by Fund VII-A. However, 7BA disclaims beneficial ownership of such shares of Common Stock and the
 
 
 
 

 
CUSIP No. 893641100    Page 12 of 17
 
 
filing of this Statement shall not be construed as an admission that 7BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VII-A.
 
Berkshire Partners and the Funds acknowledge that they are part of a “group” for purposes of Section 13(d)(3). Collectively, the Funds directly hold 4,043,585 shares of Common Stock. Based on the two preceding sentences, Berkshire Partners may be deemed to beneficially own 4,043,585 shares of Common Stock held by the Funds. However, Berkshire Partners disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that Berkshire Partners is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by the Funds.
 
Investors owns 67,357 shares of Common Stock. Accordingly, Investors has sole voting and dispositive power with respect to 67,357 shares of Common Stock.
 
Investors III owns 17,090 shares of Common Stock. Accordingly, Investors III has sole voting power and dispositive power with respect to 17,090 shares of Common Stock.
 
SF directly holds 479,985 shares of Common Stock. Accordingly, SF has sole voting and dispositive power with respect to 479,985 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SF, SA may be deemed to beneficially own 479,985 shares of Common Stock held by SF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SF.
 
SFM directly holds 76,517 shares of Common Stock. Accordingly, SFM has sole voting and dispositive power with respect to 76,517 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SFM, SA may be deemed to beneficially own 76,517 shares of Common Stock held by SFM. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SFM.
 
SARF directly holds 3,497 shares of Common Stock. Accordingly, SARF has sole voting and dispositive power with respect to 3,497 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SARF, SA may be deemed to beneficially own 3,497 shares of Common Stock held by SARF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SARF.
 
SOS directly holds 44,501 shares of Common Stock. Accordingly, SOS has sole voting and dispositive power with respect to 44,501 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SOS, SA may be deemed to beneficially own 44,501 shares of Common Stock held by SOS. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SOS.
 
SP manages investments for its clients and has limited discretionary voting power in respect of Common Stock. SP owns 158,662 shares of Common Stock over which it shares voting power and has full dispositive power.
 
By virtue of their positions as managing members of 7BA, Investors, Investors III, SA and Berkshire Partners, the Berkshire Principals may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by Fund VII, Fund VII-A, Investors, Investors III, SF, SFM, SARF, SOS and SP. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by Fund VII, Fund VII-A, Investors, Investors III, SF, SFM, SARF, SOS or SP, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock.
 
Two of the Berkshire Principals beneficially own shares of Common Stock. Robert J. Small owns 5,000 shares of Common Stock and Ross M. Jones is a trustee of a foundation that owns 4,000 shares of Common Stock. Robert J. Small has sole voting and dispositive power with respect to 5,000 shares of Common Stock and Ross M. Jones has shared voting and shared dispositive power with respect to 4,000 shares of Common Stock.
 
 

 
 
 

 
CUSIP No. 893641100    Page 13 of 17
 
 
 
 
Pursuant to the Company’s annual proxy statement on Schedule 14A dated January 23, 2012, there were 50,607,635 shares of Common Stock issued and outstanding as of January 3, 2012.  Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 9.7% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:
 
 
(i)
Fund VII beneficially owns 6.73% of the Issuer’s Common Stock.
     
 
(ii)
Fund VII-A beneficially owns 1.26% of the Issuer’s Common Stock.
     
 
(iii)
Investors beneficially owns 0.13% of the Issuer’s Common Stock.
     
 
(iv)
Investors III beneficially owns 0.03% of the Issuer’s Common Stock.
     
 
(v)
SF beneficially owns 0.95% of the Issuer’s Common Stock.
     
 
(vi)
SP beneficially owns 0.31% of the Issuer’s Common Stock.
     
 
(vii)
SFM beneficially owns 0.15% of the Issuer’s Common Stock.
     
 
(viii)
SARF beneficially owns 0.01% of the Issuer’s Common Stock.
     
 
(ix)
SOS beneficially owns 0.09% of the Issuer’s Common Stock.
 
 
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group. Berkshire Partners, the Funds and 7BA acknowledge that they are part of a “group” for purposes of Section 13(d)(3). However, the filing of this Statement shall not be construed as an admission that Investors, Investors III, SF, SA, SP, SFM, SARF or SOS are a part of a group, or have agreed to act as a part of a group.
 

(c)
  

The Reporting Persons have not purchased or sold any shares of Common Stock within the past 60 days.

Item 7.
Materials to be Filed as Exhibits.
 
     
 
Exhibit 99.1                      Joint Filing Undertaking, dated as of January 26, 2012.
 
 
 
 
 
 

 

 
 
 

 
CUSIP No. 893641100    Page 14 of 17
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
DATED:  January 26, 2012
 

 
BERKSHIRE FUND VII, L.P.
 
 
By:
Seventh Berkshire Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE FUND VII-A, L.P.
 
 
By:
Seventh Berkshire Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE INVESTORS LLC
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE INVESTORS III LLC
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
 
 
 
 
 
 

 
CUSIP No. 893641100    Page 15 of 17
 
 
 
 
 
STOCKBRIDGE PARTNERS LLC
 
By:
Berkshire Partners LLC,
its sole Managing Member
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE FUND M, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE MASTER FUND (OS), L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 

 
 

 
 EX-99.1 2 mm01-2612tgi_13da3e991.htm EX.99.1 - JOINT FILING AGREEMENT mm01-2612tgi_13da3e991.htm

 
CUSIP No. 893641100    Page 16 of 17
 
 

JOINT FILING UNDERTAKING
 

 
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this amendment to Schedule 13D/A to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this amendment to Schedule 13D/A jointly on behalf of each such party.
 
The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group, or have agreed to act as a group.
 
DATED:  January 26, 2012
 
 

 
BERKSHIRE FUND VII, L.P.
 
 
By:
Seventh Berkshire Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE FUND VII-A, L.P.
 
 
By:
Seventh Berkshire Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE INVESTORS LLC
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
BERKSHIRE INVESTORS III LLC
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
 
 
 
 
 
 

 
CUSIP No. 893641100    Page 17 of 17
 
 
 
 
 
STOCKBRIDGE PARTNERS LLC
 
By:
Berkshire Partners LLC,
its sole Managing Member
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE FUND M, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director
 
 
 
STOCKBRIDGE MASTER FUND (OS), L.P.
 
 
By:
Stockbridge Associates LLC,
its General Partner
 
 
By:
   /s/  Sharlyn C. Heslam
   
Name: Sharlyn C. Heslam
Title: Managing Director