TRIUMPH Shareholders to Receive $26.00 in Cash Per Share
RADNOR,
Pa. and NEW YORK and
BOSTON, Feb. 3, 2025
/PRNewswire/ -- Triumph Group, Inc. (NYSE: TGI) ("TRIUMPH" or the
"Company") today announced that it has entered into a definitive
agreement under which affiliates of growth-focused private equity
firms Warburg Pincus and Berkshire Partners will acquire TRIUMPH
through a newly formed entity for a total enterprise value of
approximately $3 billion. Upon
completion of the transaction, TRIUMPH will become a privately held
Company, jointly controlled by Warburg Pincus and Berkshire
Partners.
Under the terms of the agreement, TRIUMPH shareholders will
receive $26.00 per share in cash. The
purchase price represents a premium of approximately 123% over the
Company's unaffected closing stock price1 and a premium
of approximately 58% over the volume weighted average price (VWAP)
of TRIUMPH common stock for the 90 days prior to January 31, 2025.
"We are pleased to have reached this agreement, which reflects
the culmination of the Board's robust process and will deliver
immediate, certain and premium cash value to our shareholders,"
said Dan Crowley, TRIUMPH's
chairman, president and chief executive officer. "Over the last few
years, TRIUMPH successfully optimized our portfolio, built around a
world class team and capabilities. This transaction recognizes our
Company's position as a valued provider of mission-critical
engineered systems and proprietary components for both OEM and
aftermarket customers. As a privately held company in partnership
with Berkshire Partners and Warburg Pincus, TRIUMPH will have an
enhanced ability to meet our customers' evolving needs and provide
more opportunities for our valued employees."
"TRIUMPH has a strong reputation as a leader in highly
engineered aerospace components and systems, and we are excited
about partnering with them in this next chapter of growth," said
Dan Zamlong, Managing Director at Warburg Pincus. "With our deep
experience investing in and developing aerospace platforms, we look
forward to working with TRIUMPH's talented global team to increase
opportunities for its portfolio and capture the growing demand for
high quality aerospace components."
"TRIUMPH plays a critical role in the aerospace and defense
industry and is known for providing high quality products on key
platforms. Berkshire has a long
history of partnering with market-leading aerospace companies, and
we look forward to helping accelerate the next phase of TRIUMPH's
growth," added Blake Gottesman,
Managing Director at Berkshire Partners.
Timing and Approvals
The transaction is expected to
close in the second half of calendar year 2025 and is subject to
customary closing conditions, including approval by TRIUMPH
shareholders and receipt of required regulatory approvals.
TRIUMPH's Board of Directors unanimously approved the definitive
agreement. The transaction is not contingent upon financing. Upon
completion of the transaction, TRIUMPH will no longer be traded on
the New York Stock Exchange.
Third Quarter Fiscal 2025 Earnings
In connection with
its pending transaction, TRIUMPH will release its third quarter
fiscal 2025 earnings and file its Form 10-Q by February 10, 2025, as planned, and is cancelling
its previously scheduled earnings conference call and webcast.
Advisors
Goldman Sachs & Co. LLC is serving as
exclusive financial advisor and Skadden, Arps, Slate, Meagher &
Flom LLP is acting as legal counsel to TRIUMPH. Lazard is serving
as financial advisor and Kirkland & Ellis LLP and Covington
& Burling LLP are acting as legal counsel to Berkshire Partners
and Warburg Pincus.
About TRIUMPH
Founded in 1993 and headquartered in Radnor, Pennsylvania, TRIUMPH designs,
develops, manufactures, repairs and provides spare parts across a
broad portfolio of aerospace and defense systems and components.
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 www.triumphgroup.com.
About Berkshire Partners
Berkshire Partners is a 100%
employee-owned, multi-sector specialist investor in private and
public equity. The firm's private equity team invests in
well-positioned, growing companies across business & consumer
services, healthcare, industrials, and technology &
communications. Berkshire is
currently investing from its Fund XI, which held its final closing
in 2024 with approximately $7.8
billion in commitments. Since inception, Berkshire Partners
has made more than 150 private equity investments and has a strong
history of collaborating with management teams to grow the
companies in which it invests. For additional information, visit
www.berkshirepartners.com.
About Warburg Pincus
Warburg Pincus LLC is the pioneer
of private equity global growth investing. A private partnership
since 1966, the firm has the flexibility and experience to focus on
helping investors and management teams achieve enduring success
across market cycles. Today, the firm has more than $86 billion in assets under management, and more
than 230 companies in their active portfolio, diversified across
stages, sectors, and geographies. Warburg Pincus has been an active
investor in the aerospace & defense and industrial technology
sectors with current and former investments including Accelya,
Aquila Air Capital, CAMP Systems, Consolidated Precision Products,
Duravant, Extant Aerospace, Infinite Electronics, Inmarsat,
iNRCORE, Quest Global, Sundyne, TransDigm and Wencor Group. Warburg
Pincus has invested in more than 1,000 companies across its private
equity, real estate, and capital solutions strategies.
The firm is headquartered in New
York with offices in Amsterdam, Beijing, Berlin, Hong
Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San
Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit
www.warburgpincus.com or follow us on LinkedIn.
Forward-Looking Statements
This document contains
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements also may be included in other
publicly available documents issued by the Company and in oral
statements made by our officers and representatives from time to
time. These forward-looking statements are intended to provide
management's current expectations or plans for our future operating
and financial performance, based on assumptions currently believed
to be valid and information currently available to management. They
can be identified by the use of words such as "may," "might,"
"anticipate," "plan," "believe," "potential," "intend," "expect,"
"strategy," "will" and other words of similar meaning in connection
with a discussion of future operating or financial performance.
Examples of forward looking statements include, among others,
statements relating to future sales, earnings, cash flows, results
of operations, uses of cash and other measures of financial
performance. Because forward-looking statements relate to the
future, they are subject to inherent risks, uncertainties and other
factors that may cause the Company's actual results and financial
condition to differ materially from those expressed or implied in
the forward-looking statements. Such risks and uncertainties
include, but are not limited to, the following risks: (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ii) the risk
that the Company's stockholders may not approve the proposed
transaction; (iii) inability to complete the proposed transaction
because, among other reasons, conditions to the closing of the
proposed transaction may not be satisfied or waived; (iv)
uncertainty as to the timing of completion of the proposed
transaction; (v) potential adverse effects or changes to
relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the proposed
transaction; (vi) potential litigation relating to the proposed
transaction that could be instituted against the Company,
Titan BW Acquisition Holdco Inc. (the "Buyer") or their
respective directors and officers, including the effects of any
outcomes related thereto; or (vii) possible disruptions from the
proposed transaction that could harm the Company's or Buyer's
business, including current plans and operations. 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 or that may be filed with the SEC,
including our Annual Report on Form 10-K for the fiscal year ended
March 31, 2024 and our Quarterly
Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024. Any forward-looking
information provided in this document should be considered with
these factors in mind. We assume no obligation to update any
forward-looking statements contained in this document.
Important Additional Information and Where to Find
It
In connection with the proposed transaction between the
Company and Buyer, the Company intends to file relevant materials
with the SEC, including a preliminary proxy statement on Schedule
14A. Promptly after filing its definitive proxy statement with the
SEC, the Company will mail the proxy materials to each stockholder
entitled to vote at the special meeting relating to the proposed
transaction. This communication is not a substitute for the proxy
statement or any other document that the Company may file with the
SEC or send to its stockholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE PROPOSED TRANSACTION. The definitive proxy statement, the
preliminary proxy statement and other relevant materials in
connection with the proposed transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC's website
(http://www.sec.gov) or at the Company's website
(https://www.triumphgroup.com/investor-relations) or by contacting
the investor relations department of the Company.
Participants in the Solicitation
The Company and its
directors and executive officers, including Daniel J. Crowley, Chairman, President and Chief
Executive Officer, Barbara Humpton,
Colleen C. Repplier, Courtney Mather, Cynthia
M. Egnotovich, Daniel P.
Garton, Mark C. Cherry,
Neal J. Keating, Partrick Allen, all of whom are members of the
Company's Board of Directors, as well as James McCabe, Senior Vice President and Chief
Financial Officer, Jennifer Allen,
Chief Administrative Officer, Senior Vice President, General
Counsel and Secretary, Thomas
Quigley, Vice President, Investor Relations, Mergers &
Acquisitions & Treasurer, Kai
Kasiguran, Vice President, Controller may be deemed to be
participants in the solicitation of proxies from the Company's
stockholders with respect to the proposed transaction. Additional
information regarding such participants, including their direct or
indirect interests, by security holdings or otherwise, can be found
under the captions "Security Ownership of Principal Stockholders
and Management," "Board of Directors—Director Compensation," and
"Compensation Discussion and Analysis" contained in the Company's
proxy statement on Schedule 14A filed with the SEC on June 24, 2024. To the extent that the Company's
directors and executive officers and their respective affiliates
have acquired or disposed of security holdings since the applicable
"as of" date disclosed in the 2024 Proxy Statement, such
transactions have been or will be reflected on Statements of Change
in Ownership on Form 4, Initial Statements of Beneficial ownership
on Form 3, or amendments to beneficial ownership reports on
Schedules 13D filed with the SEC: Form 4, filed by Kai W. Kasiguran, with the filings of the
Company on September 3, 2024; Form 4,
filed by Colleen C. Repplier, with
the filings of the Company on August 12,
2024; Form 4, filed by Courtney
Mather, with the filings of the Company on August 12, 2024; Form 4, filed by Neal J. Keating, with the filings of the Company
on August 12, 2024; Form 4, filed by
Daniel P. Garton, with the filings
of the Company on August 12, 2024;
Form 4, filed by Barbara Humpton,
with the filings of the Company on August
12, 2024; Form 4, filed by Cynthia
M. Egnotovich, with the filings of the Company on
August 12, 2024; Form 4, filed by
Patrick E. Allen, with the filings
of the Company on August 12, 2024;
Form 3, filed by Mark C. Cherry,
with the filings of the Company on August
12, 2024 and Form 4, filed by Mark
C. Cherry, with the filings of the Company on August 9, 2024.
Information regarding the identity of the potential
participants, and their direct or indirect interests in the
proposed transaction, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with SEC in connection with the proposed transaction. These
documents (when available) may be obtained free of charge from the
SEC's website at www.sec.gov and the Company's website at
https://www.triumphgroup.com/investor-relations.
1of $11.65 per share as
of the close on October 9, 2024, the
last full trading day prior to media reports regarding a possible
sale transaction
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SOURCE Triumph Group