BERYWN, Pa., Aug. 4, 2020
/PRNewswire/ -- Triumph Group, Inc. (NYSE: TGI) ("Triumph"
or the "Company") today announced that it intends to offer
$600.0 million aggregate principal
amount of senior secured first lien notes due 2024 (the "Notes,"
and such offering, the "Notes Offering"). The Notes will be
guaranteed (the "Guarantees") by the same subsidiaries (the
"Guarantors") that guaranty certain of Triumph's other
indebtedness, including its (i) 5.250% Senior Notes due 2022, (ii)
6.250% Senior Secured Notes due 2024 (the "2024 Notes"), and
(iii) 7.750% Senior Notes due 2025. The Notes and the Guarantees
will be secured, subject to permitted liens, by first-priority
liens on substantially all of the Company's and the Guarantors'
assets. The collateral also secures the 2024 Notes on a second lien
basis.
The Company intends to use the net proceeds from the Notes
Offering to repay the loans and other amounts outstanding under and
terminate its revolving credit facility and to cash collateralize
the letters of credit issued thereunder, to pay accrued interest,
fees and expenses, and to increase its available cash for general
corporate purposes. The final terms and amounts of the Notes are
subject to market and other conditions.
The Notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers, as defined in, and
in reliance on Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act") and to non-U.S. persons in offshore
transactions outside the United
States in reliance on Regulation S under the Securities Act.
Neither the Notes nor the Guarantees will be registered under the
Securities Act or any other securities laws of any jurisdiction and
will not have the benefit of any exchange offer or other
registration rights. The Notes may not be offered or sold in
the United States absent
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale, nor shall
there be any sale of the Notes in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such
state or jurisdiction.
About Triumph
The Company, headquartered in Berwyn,
Pennsylvania, designs, engineers, manufactures, repairs and
overhauls a broad portfolio of aerospace and defense systems,
components and structures. The company serves the global aviation
industry, including original equipment manufacturers and the full
spectrum of military and commercial aircraft operators.
Forward Looking Statements
Statements in this release which are not historical facts are
forward-looking statements under the provisions of the Private
Securities Litigation Reform Act of 1995, including statements
about the Notes Offering and the intended use of proceeds. All
forward-looking statements involve risks and uncertainties which
could affect the Company's actual results and could cause its
actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
Further information regarding the important factors that could
cause actual results to differ from projected results can be found
in the Company's reports filed with the SEC, including its
Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and its Quarterly Report on Form
10-Q for the quarter ended June 30,
2020.
Widespread health developments, including the recent global
coronavirus (COVID-19), and the responses thereto (such as
voluntary and in some cases, mandatory quarantines as well as shut
downs and other restrictions on travel and commercial, social and
other activities) could adversely and materially affect, among
other things, the economic and financial markets and labor
resources of the countries in which the Company operates, its
manufacturing and supply chain operations, commercial operations
and sales force, administrative personnel, third-party service
providers, business partners and customers and the demand for its
products, which could result in a material adverse effect on its
business, financial conditions and results of operations.
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SOURCE Triumph Group