BERWYN, Pa., March 11, 2022 /PRNewswire/ -- Triumph Group,
Inc. ("Triumph") [NYSE: TGI] today announced that in light of
the expiration of its current rights plan, its Board of Directors
has adopted a new tax benefits preservation plan (the "Plan")
designed to preserve Triumph's ability to utilize its net operating
loss carryforwards and other tax attributes (collectively, "Tax
Benefits"). The Plan is similar to the tax benefits preservation
plan of Triumph dated as of March 13,
2019 (the "Expiring Plan") and plans adopted by other public
companies with significant Tax Benefits, and is designed to
continue to preserve the benefit of Triumph's Tax Benefits. The
Company intends to submit the Plan for stockholder approval at the
Company's next annual meeting of stockholders.
In connection with the expiration of the Expiring Plan, the
Company will take routine steps to delist each right under the
Expiring Plan from trading on the New York Stock Exchange. These
actions are administrative in nature and will have no effect on the
Company's common stock, which continues to be listed on the New
York Stock Exchange.
Triumph estimates that it will have Tax Benefits, including net
operating losses, capital losses, research tax credits, foreign tax
credits and disallowed business interest expense carryovers,
approximating $326.4 million as
of March 31, 2022. The purpose of the
Plan is to preserve Triumph's ability to use its Tax Benefits,
which would be substantially limited if Triumph experienced an
"ownership change" as defined under Section 382 of the Internal
Revenue Code. The adoption of the Plan is intended to ensure that
the Company will be able to utilize its Tax Benefits.
Details of the Plan will be communicated in a current report on
Form 8-K to be filed with the U.S. Securities and Exchange
Commission. A copy of the Plan can also be found on Triumph's
website at http://www.triumphgroup.com.
About Triumph Group:
Triumph Group, Inc.,
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.
More information about Triumph can be found on the company's
website at http://www.triumphgroup.com.
Cautionary Statement Regarding Forward Looking
Statements:
Statements in this release that are not historical, are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "predict,"
"project," "should," and "will" and variations of such words and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements are not guarantees of
future performance and involve risks, assumptions and
uncertainties, including, but not limited to, competitive and
cyclical factors relating to the aerospace industry, dependence of
some of our businesses on key customers, requirements of capital,
product liabilities in excess of insurance, uncertainties relating
to the integration of acquired businesses, divestitures of our
business, general economic conditions affecting our business
segment, technological developments, limited availability of raw
materials or skilled personnel, changes in governmental regulation
and oversight, and international hostilities and terrorism. These
and other risks, assumptions and uncertainties are more fully
described in Item 1A (Risk Factors) of our Annual Report on Form
10-K for the fiscal year ended March 31,
2021, filed with the Securities and Exchange Commission on
May 20, 2021, in Item 1A (Risk
Factors) of our Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2021,
filed with the Securities and Exchange Commission on February 9, 2022, and in other documents that we
file or furnish with the Securities and Exchange Commission, which
you are encouraged to read. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Triumph
expressly disclaims any current intention to update publicly any
forward-looking statement after the distribution of this release,
whether as a result of new information, future events, changes in
assumptions or otherwise.
Important Additional Information and Where to Find
It:
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from stockholders in connection with the Company's 2022
annual meeting of stockholders (the "2022 Annual Meeting"). The
Company plans to file a proxy statement with the U.S. Securities
and Exchange Commission (the "SEC") in connection with the
solicitation of proxies for the 2022 Annual Meeting (the "2022
Proxy Statement"), together with a proxy card. STOCKHOLDERS ARE
URGED TO READ THE 2022 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Additional information regarding the identity of these
potential participants, none of whom owns in excess of one percent
(1%) of the Company's outstanding shares of common stock, and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the 2022 Proxy Statement and other materials
to be filed with the SEC in connection with the 2022 Annual
Meeting. Information relating to the foregoing can also be found in
the Company's definitive proxy statement for its 2021 annual
meeting of stockholders (the "2021 Proxy Statement"), filed with
the SEC on June 8, 2021. To the
extent holdings of the Company's securities by such potential
participants (or the identity of such participants) have changed
since the information printed in the 2021 Proxy Statement, such
information has been or will be reflected on Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2022 Proxy Statement, any amendments or supplements thereto and
any other documents (including the proxy card) when filed by the
Company with the SEC in connection with the 2022 Annual Meeting at
the SEC's website (http://www.sec.gov) or at the Company's website
(http://www.triumphgroup.com).
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SOURCE Triumph Group