Triumph Group Announces Completion of Consent Solicitation for Senior Notes

May 17, 2016 | By Business Wire News

BERWYN, Pa.

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 solicitation.

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.

About Triumph

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.