BERWYN, Pa.--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.