RADNOR,
Pa., Feb. 16, 2024 /PRNewswire/ -- Triumph
Group, Inc. (NYSE: TGI) ("TRIUMPH"
or the "Company") today announced that it has commenced an offer to
purchase for cash (the "Asset Sale Offer") up to $580,000,000 of its outstanding 9.000% Senior
Secured First Lien Notes due March 14,
2028 (the "Notes") with a portion of the net cash proceeds
that it will receive from its previously announced sale of its
product support business (the "Sale"). The Asset Sale Offer is
being made pursuant to the indenture governing the Notes, dated as
of March 14, 2023 (the "Indenture")
and the Asset Sale Offer to Purchase, dated February 16, 2024, (the "Offer to Purchase")
which more fully sets forth the terms and conditions of the Asset
Sale Offer.
The Asset Sale Offer will expire at 5:00
p.m., New York City time,
on March 18, 2024 (the "Expiration
Date"), unless extended or earlier terminated by the Company, with
an early tender deadline of 5:00
p.m., New York City time,
on March 4, 2024 (the "Early Tender
Date"), unless extended or earlier terminated by the Company.
Under the terms of the Asset Sale Offer, holders of the Notes
("Holders") who validly tender (and do not validly withdraw) their
Notes on or prior to the Early Tender Date, and whose Notes are
accepted for purchase by the Company, will receive the "Asset Sale
Consideration," which will be equivalent to $1,000 per $1,000
principal amount of Notes tendered. Holders validly tendering their
Notes between the day following the Early Tender Date and on or
prior to the Expiration Date will only be eligible to receive the
"Tender Offer Consideration," which will be equal to $990 per $1,000
principal amount of Notes tendered. In addition, Holders whose
Notes are accepted for purchase by the Company will receive a cash
payment representing the accrued and unpaid interest on those Notes
from the applicable last interest payment date to, but not
including, the applicable Payment Date (as defined in the Offer to
Purchase) ("Accrued Interest"). The Asset Sale Consideration or the
Tender Offer Consideration, as applicable, and any Accrued
Interest, in each case, will be paid in cash to Holders whose Notes
are accepted for purchase by the Company. If the Asset Sale Offer
is oversubscribed, the Company will accept for purchase Notes on a
pro rata basis as set forth in the Offer to Purchase.
On February 6, 2024, the Company
issued a notice of conditional redemption in respect of
$120,000,000 of the Notes to be
redeemed on March 4, 2024 at a
redemption price of 103.00% of the principal amount of the Notes
redeemed, plus accrued and unpaid interest, to, but not including
the date of redemption. Pursuant to the procedures set forth under
the Indenture, by The Depository Trust Company ("DTC") and brokers
for the Holders of the Notes, any Notes selected to be redeemed
pursuant to said redemption will not be eligible to be tendered
pursuant to the Asset Sale Offer. The redemption of the Notes is
conditioned upon the consummation of the Sale. Pursuant to the
Indenture, the Company is permitted, but not obligated, to issue a
second notice of redemption in respect of up to $120,000,000 of the Notes, with such redemption
date to be on or after March 15, 2024
at a redemption price of 103.00% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest, to, but not
including the date of redemption. The redemption prices described
above for the Notes are higher than what Holders who tender their
Notes pursuant to the Asset Sale Offer will receive as the Asset
Sale Consideration and the Tender Offer Consideration, as
applicable.
9.000% Senior Secured First Lien Notes due March 14, 2028
Title of
Security
|
CUSIP
No.
|
ISIN
|
Outstanding
Aggregate
Principal
Amount
|
Asset
Sale Consideration(1)
|
Tender
Offer Consideration(2)
|
9.000% Senior Secured
First Lien Notes due March 14, 2028
|
144A: 896818
AU5
Reg S: U8968G
AH7
IAI: 869818
AV3
|
144A:
US896818AU56
Reg S:
USU8968GAH75
IAI:
US896818AV30
|
$1,200,000,000
|
$1,000.00 plus accrued
and unpaid interest, if any, to the purchase date
|
$990.00 plus accrued
and unpaid interest, if any, to the purchase date
|
(1) Per $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) by
Holders on or prior to the Early Tender Date and accepted for
purchase by the Company.
(2) Per $1,000 principal amount of
Notes validly tendered by Holders between the day following the
Early Tender Date and on or before the Expiration Date and accepted
for purchase by the Company.
Tendered Notes may be validly withdrawn any time on or prior to
5:00 p.m., New York City time, on March 4, 2024 (the "Withdrawal Date"), unless
extended or earlier terminated by the Company. Notes validly
tendered after the Withdrawal Date may not be withdrawn (except in
limited circumstances where additional withdrawal rights are
required by law, as determined by the Company in its sole
discretion). The Asset Sale Offer is subject to the satisfaction or
waiver of certain conditions as described in the Offer to
Purchase.
The Company reserves the right, subject to applicable law, to
(a) terminate the Asset Sale Offer, (b) waive any or all conditions
to the Asset Sale Offer, (c) extend the Early Tender Date, the
Withdrawal Date and/or the Expiration Date or (d) otherwise amend
the Asset Sale Offer at any time (including the aggregate principal
amount of Notes to be purchased in the Asset Sale Offer).
Notwithstanding any of the foregoing, the Company does not intend
to waive or modify the condition in the Asset Sale Offer that the
Sale has been consummated.
The complete terms and conditions of the Asset Sale Offer are
set forth in the Offer to Purchase. Holders are urged to read the
Offer to Purchase carefully.
The Company has engaged U.S. Bank Trust Company, National
Association to act as depositary and paying agent (collectively,
the "Depositary") for the Asset Sale Offer. Persons with questions
or requests for documents regarding the Asset Sale Offer should
contact the Depositary at (800) 934-6802, or by email at
cts.specfinance@usbank.com.
This press release is for informational purposes only and is not
an offer to buy or a solicitation of an offer to sell any security.
The Asset Sale Offer is being made pursuant to the Asset Sale Offer
documents, including the Offer to Purchase that the Company is
distributing to Holders of the Notes. The Asset Sale Offer is not
being made to Holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities or other laws of such jurisdiction. None of the Company
or its affiliates, their respective boards of directors, the
trustee for the Notes or the Depositary is making any
recommendation as to whether or not, or when, Holders should tender
their notes in the Asset Sale Offer.
About TRIUMPH
TRIUMPH, headquartered in Radnor, Pennsylvania, designs, develops,
manufactures, repairs and overhauls 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.
Forward Looking Statements
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, including statements
about the timing and completion of the Asset Sale Offer or any
redemptions of the Notes. 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 the Company's reports filed with
the U.S. Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended March 31, 2023. The Company undertakes no
obligation to update any such forward-looking statement.
View original
content:https://www.prnewswire.com/news-releases/triumph-announces-offer-to-purchase-a-portion-of-its-9-000-senior-secured-first-lien-notes-due-march-14--2028--302063687.html
SOURCE Triumph Group