Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 8, 2017
 
TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-12235
 
51-0347963
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
No.)
 
 
 
 
 
899 Cassatt Road, Suite 210
 
19312
Berwyn, Pennsylvania
 
(Zip Code)
(Address of principal executive offices)
 
 
 
(610) 251-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 8.01
 
Other Events.
 
On August 8, 2017, Triumph Group, Inc. announced the pricing of an offering of $500 million in aggregate principal amount of its 7.750% senior notes due 2025 (the “Notes”).

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act.

A copy of the news release announcing the pricing of the Notes is hereby incorporated by reference and attached hereto as Exhibit 99.1.
 
Item 9.01
 
Financial Statements and Exhibits.
 
 
 
(d)       
 
Exhibits.
 
Exhibit No.
 
Description
 
 
 
99.1
 
News Release announcing pricing of the Notes dated August 8, 2017.








Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:
August 10, 2017
TRIUMPH GROUP, INC.
 
 
 
 
 
 
By:
/s/ John B. Wright, II
 
 
 
John B. Wright, II
 
 
 
Senior Vice President, General Counsel and Secretary







TRIUMPH GROUP, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
News Release announcing pricing of the Notes dated August 8, 2017.



Exhibit


Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11744758&doc=3                        

NEWS RELEASE

Media Contact:                                Investor Relations Contact:
Michele Long                                Sheila G. Spagnolo
Phone (610) 251-1000                            Phone (610) 251-1000
mmlong@triumphgroup.com                        sspagnolo@triumphgroup.com     
            

TRIUMPH GROUP ANNOUNCES PRICING OF $500 MILLION OF 7.75% SENIOR NOTES DUE 2025

BERWYN, Pa. - August 8, 2017 - Triumph Group, Inc. (“Triumph”) (NYSE:TGI) today announced the pricing of its previously announced offering of $500 million in aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes will have an interest rate of 7.75% per annum and are being issued at a price equal to 100% of their face value. The Notes will be issued by Triumph and guaranteed on a full, joint and several basis by each of Triumph’s domestic restricted subsidiaries that is a borrower under any of the credit facilities or that guarantees any debt of Triumph or any of its domestic restricted subsidiaries under any credit facility, and in the future by any of the company's domestic restricted subsidiaries that are borrowers under any company credit facility or that guarantee any debt of Triumph or any of its restricted subsidiaries incurred under any credit facility. Triumph intends to use the net proceeds of the offering to repay amounts outstanding under its credit facilities and pay related fees and expenses. The offering is expected to close on August 17, 2017, subject to customary conditions to closing.
The Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. The Notes have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Triumph Group, Inc., headquartered in Berwyn, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aircraft structures, components, accessories, subassemblies and systems. Triumph serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.
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. 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 Triumph Group’s reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017.