March 27, 2013
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 February 6, 2013
File No. 333-186494
Ladies and Gentlemen:
On the date hereof, TransDigm Inc., a Delaware corporation (the “Company”), and TransDigm Group Incorporated, Champion Aerospace LLC, Adams Rite Aerospace, Inc., MarathonNorco Aerospace, Inc., Avionic Instruments LLC, Skurka Aerospace Inc., CDA InterCorp LLC, Aviation Technologies, Inc., AvtechTyee, Inc., Transicoil LLC, Malaysian Aerospace Services, Inc., AeroControlex Group, Inc., Acme Aerospace, Inc., Dukes Aerospace, Inc., CEF Industries, LLC, Bruce Aerospace Inc., Bruce Industries, Inc., Semco Instruments, Inc., Hartwell Corporation, McKechnie Aerospace DE, Inc., McKechnie Aerospace Holdings, Inc., McKechnie Aerospace Investments, Inc., McKechnie Aerospace US LLC, Texas Rotronics, Inc., Western Sky Industries, LLC, Schneller Holdings LLC, Schneller International Sales Corp., Schneller LLC, Harco Laboratories, Incorporated, AmSafe Global Holdings, Inc., AP Global Holdings, Inc., AP Global Acquisition Corp., AmSafe Industries, Inc., Bridport Holdings, Inc., AmSafe, Inc., AmSafe Commercial Products, Inc., Bridport-Air Carrier, Inc., Bridport Erie Aviation, Inc. and AmSafe – C Safe, Inc. (collectively, the “Guarantors” and, together with the Company, the “Registrants”) filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Registration Statement on Form S-4 relating to the offer to exchange (the “Exchange Offer”) up to $550,000,000 aggregate principal amount of the Company’s 5.50% Senior Subordinated Notes due 2020 (the “Exchange Notes”) registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding 5.50% Senior Subordinated Notes due 2020, which were issued on October 15, 2012.
Securities and Exchange Commission
March 27, 2013
Page 2
The Registrants are registering the Exchange Offer in reliance on the Commission staff’s position enunciated in the letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In accordance with the Commission staff’s position set forth in those letters, the Registrants make the following representations to the Commission:
| 1. | The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. |
| 2. | The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is using the Exchange Offer to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, such person (a) cannot rely on the Commission staff’s position enunciated in Exxon Capital Holdings Corporation or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act. |
| 3. | The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) any broker-dealer holding existing securities acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of such Exchange Notes; (b) by executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities pursuant to the Exchange Offer; and (c) any such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute Exchange Notes. The Registrants will include in the letter of transmittal or similar documentation a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
Securities and Exchange Commission
March 27, 2013
Page 3
The Registrants will include, in the transmittal letter or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the offeree is not an “affiliate” of the Registrants within the meaning of Rule 405 under the Securities Act.
* * *
Very truly yours,
Securities and Exchange Commission
March 27, 2013
Page 4
| TRANSDIGM INC. | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| TRANSDIGM GROUP INCORPORATED | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| CHAMPION AEROSPACE LLC | ||
| By: TRANSDIGM INC., its sole member | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| AVIONIC INSTRUMENTS LLC | ||
| By: TRANSDIGM INC., its sole member | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| CDA INTERCORP LLC | ||
| By: TRANSDIGM INC., its sole member | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
Securities and Exchange Commission
March 27, 2013
Page 5
| ADAMS RITE AEROSPACE, INC. | ||
| MARATHONNORCO AEROSPACE, INC. | ||
| SKURKA AEROSPACE INC. | ||
| AEROCONTROLEX GROUP, INC. | ||
| ACME AEROSPACE, INC. | ||
| BRUCE AEROSPACE INC. | ||
| BRUCE INDUSTRIES, INC. | ||
| AIRCRAFT PARTS CORPORATION | ||
| SEMCO INSTRUMENTS, INC. | ||
| HARTWELL CORPORATION | ||
| AMSAFE GLOBAL HOLDINGS, INC. | ||
| AP GLOBAL HOLDINGS, INC. | ||
| AP GLOBAL ACQUISITION CORP. | ||
| AMSAFE INDUSTRIES, INC. | ||
| BRIDPORT HOLDINGS, INC. | ||
| AMSAFE, INC. | ||
| AMSAFE COMMERCIAL PRODUCTS, INC. | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| Chief Executive Officer | ||
| MCKECHNIE AEROSPACE INVESTMENTS, INC. | ||
| MCKECHNIE AEROSPACE HOLDINGS, INC. | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| President | ||
| MCKECHNIE AEROSPACE US LLC | ||
| By: MCKECHNIE AEROSPACE DE, INC., its sole member | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| President and Chief Executive Officer | ||
Securities and Exchange Commission
March 27, 2013
Page 6
| TEXAS ROTRONICS, INC. | ||
| AVIATION TECHNOLOGIES, INC. | ||
| MALAYSIAN AEROSPACE SERVICES, INC. | ||
| SCHNELLER INTERNATIONAL SALES CORP. | ||
| HARCO LABORATORIES, INCORPORATED | ||
| BRIDPORT-AIR CARRIER, INC. | ||
| BRIDPORT ERIE AVIATION, INC. | ||
| AMSAFE – C SAFE, INC. | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| Chief Executive Officer and President | ||
| TRANSICOIL LLC | ||
| By: AVIATION TECHNOLOGIES, INC, its sole member | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| Chief Executive Officer and President | ||
| AVTECHTYEE, INC. | ||
| By: |
/s/ Robert S. Henderson | |
| Robert S. Henderson | ||
| Chief Executive Officer | ||
| DUKES AEROSPACE, INC. | ||
| By: |
/s/ John Kuss | |
| John Kuss | ||
| President | ||
| MCKECHNIE AEROSPACE DE, INC. | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| President and Chief Executive Officer | ||
Securities and Exchange Commission
March 27, 2013
Page 7
| CEF INDUSTRIES, LLC | ||
| By: TRANSDIGM INC., its sole member | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| WESTERN SKY INDUSTRIES, LLC | ||
| By: MCKECHNIE AEROSPACE INVESTMENTS, INC., its sole member | ||
| By: |
/s/ Raymond F. Laubenthal | |
| Raymond F. Laubenthal | ||
| President | ||
| SCHNELLER HOLDINGS LLC | ||
| By: TRANSDIGM INC., its sole member | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| SCHNELLER LLC | ||
| By: SCHNELLER HOLDINGS LLC, its sole member | ||
| By: TRANSDIGM INC., as managing member of SCHNELLER HOLDINGS LLC | ||
| By: |
/s/ W. Nicholas Howley | |
| W. Nicholas Howley | ||
| Chief Executive Officer | ||
| cc: | Christopher M. Kelly, Esq. (Jones Day) |
John T. Owen, Esq. (Jones Day)