BERWYN, Pa.--(BUSINESS WIRE)--May 9, 2016--
Triumph Group, Inc. (NYSE:TGI) (the “Company”)
today announced the commencement of a consent solicitation relating to
the Company’s 4.875% Senior Notes due 2021 (the “Notes”).
The purpose of the Consent Solicitation is to obtain Consents to amend
the indenture relating to the Notes (the “Indenture”) to make such
Indenture consistent with the Company’s indenture, dated as of June 3,
2014, relating to the Company’s 5.250% Senior Notes due 2022 in terms of
(i) the maximum amount of debt that may be incurred and the maximum
amount of liens that may be permitted under the Company’s credit
facilities, with the amendment increasing both of such amounts from
$1,175.0 million to $1,625.0 million, (ii) the maximum amount of capital
lease obligations and purchase money debt, with the amendment increasing
the permissible amount from $100.0 million to $150.0 million, and
(iii) the maximum amount of debt which may be incurred pursuant to the
general debt incurrence basket, with the amendment increasing the
permissible amount from $25.0 million to $150.0 million.
The consent solicitation will expire at 5:00 p.m., New York City time,
on May 17, 2016 unless extended or earlier terminated (such time and
date, as the same may be extended or earlier terminated with respect to
a consent solicitation, the “Expiration Date”).
Subject to the terms and conditions of the consent solicitation set
forth in the consent solicitation statement, dated as of May 9, 2016 and
the related consent form, the Company is offering to pay to each holder
of Notes as of 5:00 p.m., New York City time, on May 6, 2016, a cash
payment equal to $10.00 for each $1,000 aggregate principal amount of
such holder’s Notes in respect of which the holder validly delivers (and
does not validly revoke) a consent prior to the Expiration Date.
The Company will not be obligated to make any payments in respect of the
consent solicitation if the Company does not receive or accept the
requisite consents for the Notes prior to the Expiration Date, the
supplemental indenture relating to the amendment is not executed and
effective or if the other conditions to the consent solicitation are not
satisfied or waived.
For a complete statement of the terms and conditions of the consent
solicitation, holders of the Notes should refer to the consent
solicitation statement, dated as of May 9, 2016, and the related consent
form. Such conditions to the consent solicitation are for the sole
benefit of the Company, and may be waived by the Company at any time as
described in the consent solicitation statement. The Company may
terminate, extend or amend the consent solicitation at any time.
The Company has engaged J.P. Morgan Securities LLC to act as Lead
Solicitation Agent and RBC Capital Markets, LLC to act as Solicitation
Agent in connection with the consent solicitation. Questions regarding
the consent solicitation may be directed to J.P. Morgan Securities LLC,
attention: Liability Management Group, at (866) 834-4666 (toll free) or
(212) 834-4811 (collect) or to RBC Capital Markets, LLC, attention:
Liability Management Group, at (877) 381-2099 or (212) 618-7822
(collect). D.F. King & Co., Inc. is serving as the Information Agent and
Tabulation Agent in connection with the consent solicitation. Requests
for assistance in delivering consents or for additional copies of the
consent solicitation statement should be directed to the Information and
Tabulation Agent, attention: Peter Aymar, at (800) 581-3783 (toll free)
or (212) 269-5550 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consents with respect to any
securities, including the Notes. The consent solicitation is being made
solely by the consent solicitation statement and the related consent
form and are subject to the terms and conditions stated therein. The
consent solicitation is not being made to, and the consents are not
being solicited from, holders of Notes in any jurisdiction in which it
is unlawful to make the consent solicitation or grant such consents. No
recommendation is made, or has been authorized to be made, as to whether
or not holders of the Notes should consent to the adoption of the
amendment pursuant to the consent solicitation. The Company reserves the
right, in its sole discretion, to modify the consent solicitation
statement or to terminate the consent solicitation.
Triumph Group, Inc., headquartered in Berwyn, Pennsylvania, designs,
engineers, manufactures, repairs and overhauls a broad portfolio of
aerostructures, aircraft components, accessories, subassemblies and
systems. The Company 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.
More information about Triumph Group can be found on our website www.triumphgroup.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating
to our future operations and prospects, including statements that are
based on current projections and expectations about the markets in which
we operate, and our beliefs concerning future performance and capital
requirements based upon current available information. Such statements
are based on our beliefs as well as assumptions made by and information
currently available to us. When used in this document, words like “may,”
“might,” “will,” “expect,” “anticipate,” “believe,” “potential,” and
similar expressions are intended to identify forward-looking statements.
Actual results could differ materially from our current expectations.
For example, there can be no assurance that additional capital will not
be required or that additional capital, if required, will be available
on reasonable terms, if at all, at such times and in such amounts as may
be needed by us. In addition to these factors, among other factors that
could cause actual results to differ materially are uncertainties
relating to the integration of acquired businesses, general economic
conditions affecting our business, dependence of certain of our
businesses on certain key customers as well as competitive factors
relating to the aviation industry. For a more detailed discussion of
these and other factors affecting us, see the risk factors described in
our Annual Report on Form 10-K for the fiscal year ended March 31, 2015,
filed with the SEC on May 21, 2015. You can access the Company’s filings
through the SEC’s website at www.sec.gov,
and we strongly encourage you to do so. We undertake no obligation to
update any statements herein for revisions or changes after the date of
this press release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160509005354/en/
Source: Triumph Group, Inc.
Triumph Group, Inc.
Sheila G. Spagnolo, 610-251-1000
President – Tax & Investor Relations