BERWYN, Pa.--(BUSINESS WIRE)--May 17, 2016--
Triumph Group, Inc. (NYSE: TGI) (the “Company”)
today announced that it has received and accepted the requisite consents
with respect to the previously announced consent solicitation relating
to the Company’s 4.875% Senior Notes due 2021 (the “Notes”).
The consent solicitation expired at 5:00 p.m., New York City time, on
May 17, 2016. Pursuant to the terms and conditions of the consent
solicitation set forth in the consent solicitation statement dated as of
May 9, 2016, the Company will pay to each holder of Notes, 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 delivered
(and did not validly revoke) a consent prior to the expiration time. The
Company expects to pay the consent fees on Wednesday, May 18, 2016.
The purpose of the Consent Solicitation was 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 Company, the Guarantors, and the trustee expect to execute a
supplemental indenture to the indenture to give effect to the amendments
proposed by the consent solicitation, which will become operative upon
the payment of the consent fee. The supplemental indenture will bind all
holders of the Notes, including those that did not give their consent.
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. served as the
Information Agent and Tabulation Agent in connection with the consent
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 was made
solely by the consent solicitation statement and the related consent
form and is subject to the terms and conditions stated therein. The
consent solicitation is not being made to, and the consents were not
solicited from, holders of Notes in any jurisdiction in which it is
unlawful to make the consent solicitation or grant such consents. No
recommendation was made, or was 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.
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/20160517006712/en/
Source: Triumph Group, Inc.
Triumph Group, Inc.
Sheila G. Spagnolo
Vice President – Tax &