Takes proactive steps to optimize its capital structure and deleverage the balance sheet
BERWYN, Pa., December 1, 2022 /PRNewswire/ — Triumph Group, Inc. (NYSE: TGI) (“TRIUMPH” or the “Company”) today announced that its board of directors has declared a distribution of warrants to holders of common stock of the Company. Holders may exercise their common stock purchase warrants for cash or bonds of the Company at face value, as may be specified under the terms of the agency agreement.
“TRIUMPH continues to optimize its capital structure and increase shareholder value,” said Dan Crowley, TRIUMPH Chairman, President and CEO. “Thanks to this distribution of mandates on a pro rata basis, TRIUMPH offers shareholders the opportunity to increase their investment in the Company by exercising with cash or our bonds, or to sell their warrants to other investors. This distribution underscores the momentum we are seeing in our end markets and the confidence we have in our ability to generate long-term profitable growth.”
Warrant distribution details
The warrants will be distributed in proportion to the interests held by the holders of TRIUMPH common shares receiving three warrants for every ten common shares held on the record date (rounded to the nearest whole number for any fractional warrant). Each warrant will entitle its holder to purchase common shares at an exercise price of $12.35 per share. The warrants will expire one year from distribution, or five business days after the “price condition date”, which is the date on which the daily volume-weighted average price of TRIUMPH common stock equals or exceeds the exercise price for 20 trading days in any 30 trading day period, or upon termination at any time with 20 business days’ public notice.
Holders who submit their Warrants for exercise prior to the Price Condition Date or a Redemption Notice Date, as applicable, will have an “over-exercise option” allowing them to increase the number of Warrants by 15%. shares purchased under the warrant, by purchasing one 0.15 common share by paying an additional 15% of the exercise price for each warrant exercised. In addition, holders of warrants which are exercised after the price condition date or the redemption notice date, as the case may be, have the option of subscribing to all or part of the shares issuable at any subscription not exercised on a pro rata basis. The exercise price of the oversubscription option must be paid in cash. On a fully exercised basis (including fully overexercised), the value of the warrants would increase equity by approximately $270 millionnet of transaction fees.
TRIUMPH will distribute the Warrants on or to December 19, 2022to shareholders registered in December 12, 2022. The warrants are expected to trade on the OTC market. Certain restrictions will apply to holders who beneficially own or, upon exercise of the Warrants, own 4.9% or more of the Common Shares.
For more information on the operation, shareholders are invited to consult the “Information on the Warrants” section of the TRIUMPH investor relations page https://ir.triumphgroup.com/corporate-profile/default.aspx, which may be updated from time to time.
B. Dyson Capital Advisors, Lazard and Goldman Sachs act as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel.
About TRIUMPH
TRIUMPHwhose head office is at 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 all military and commercial aircraft operators.
More information on TRIUMPH can be viewed on the company’s website at www.triumphgroup.com.
No offer or solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification. under the securities laws of such state or territory. A registration statement on Form 8-A and a prospectus supplement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website at address http://www.sec.gov . Holders of common shares of the Company should carefully read the Prospectus Supplement, including the Risk Factors section incorporated therein and incorporated by reference. This press release contains a general summary of the warrants. Please read the retainer agreement when it becomes available as it will contain important information about the terms of the retainers.
Forward-looking statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release that are not historical facts are forward-looking statements, including statements of expectations or assumptions regarding financial and operating performance, revenue, earnings per share, cash flow or utilization, cost savings and operational efficiencies and organizational restructurings. The words “anticipate”, “assume”, “believe”, “budget”, “estimate”, “expect”, “plan”, “intend”, “plan”, “project”, ” want” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on assumptions and analyzes made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors that the Company deems appropriate in the circumstances. . All forward-looking statements involve a number of known and unknown risks and uncertainties that could affect the actual results and performance of the Company and could cause its actual results and performance to differ materially from those expressed in the forward-looking statements made by or on behalf of the company. Further, there can be no guarantee that any shareholder or bondholder of the Company will exercise the warrants held by such shareholder or bondholder and, accordingly, there can be no guarantee that the Company will derive the benefits of the exercise. transaction described in this press release. . Further information regarding the important factors that could cause actual results to differ materially from projected results is available in Triumph Group’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year closed March 31, 2022 and our quarterly reports on Form 10-Q for quarterly periods ended June 30, 2022 and September 30, 2022. Forward-looking statements are not guarantees of future performance, and actual results or performance may differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this press release speak as of the date of this press release. The forward-looking statements contained in this press release reflect management’s estimates and beliefs as of the date of this press release. The Company does not undertake to update these forward-looking statements.
SOURCE Triumph Group
