M&A - TRIUMPH GROUP INC

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025094249

Filing Summary: On June 30, 2025, Triumph Group, Inc. entered into amendments to its existing $75 million receivables securitization facility. The amendments include the establishment of a second amended and restated receivables purchase agreement and a second amended and restated purchase and sale agreement involving various parties, including MUFG Bank, Ltd. as the administrator. Key changes involve the transfer of the Receivables Securitization Facility’s administration from PNC Bank to MUFG Bank and amendments related to the previously announced acquisition of Triumph Group by affiliates of Warburg Pincus LLC and Berkshire Partners LLC.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000114036125014425

Filing Summary: On April 16, 2025, Triumph Group, Inc. held a Special Meeting of stockholders to consider and vote on proposals related to a Merger Agreement dated February 2, 2025, involving Triumph Group, Titan BW Acquisition Holdco Inc., and Titan BW Acquisition Merger Sub Inc. During the meeting, stockholders approved the Merger Proposal with 56,233,608 votes in favor. Additionally, they approved an advisory proposal regarding executive compensation related to the merger and an adjournment proposal, though an adjournment was deemed unnecessary after the Merger Proposal received sufficient votes. The consummation of the Merger is contingent upon obtaining various regulatory approvals, which are currently in progress. The expected timeline for closing the Merger is in the second half of 2025, pending the satisfaction of these conditions.

Form Type: DEFM14A

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000114036125009470

Filing Summary: Triumph Group, Inc. has filed a definitive proxy statement to solicit stockholder votes for a proposed merger. The Special Meeting for stockholder vote is scheduled for April 16, 2025, at 9:00 a.m. ET. The merger involves Titan BW Acquisition Merger Sub Inc., a wholly owned subsidiary of Titan BW Acquisition Holdco Inc. (which is affiliated with Warburg Pincus LLC and Berkshire Partners LLC). Stockholders are asked to vote on adopting the Agreement and Plan of Merger and on related executive compensation. The merger consideration is set at $26.00 in cash per share of common stock. The Company Board recommends approval of the merger, highlighting that the terms are fair and in the best interest of stockholders. A quorum requires a majority of shares to be present, and various voting instructions are provided for stockholders.

Form Type: 8-A12B/A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008563

Filing Summary: This document serves as an amendment to the registration statement on Form 8-A for Triumph Group, Inc. It relates to preferred stock purchase rights under the Tax Benefits Preservation Plan, effective as of March 13, 2022. The amendment addresses a merger agreement dated February 2, 2025, involving Triumph Group, Titan BW Acquisition Holdco Inc., and Titan BW Acquisition Merger Sub Inc. The Board of Directors exempted the acquirer entities from being deemed as 'Acquiring Persons' under the plan. The amendment increases the purchase price for preferred shares from $105.00 to $125.00 and extends the expiration date of the rights plan to March 13, 2028, subject to conditions. It also amends the definition of expiration events related to the merger's effectiveness. The document includes references to several exhibits pertinent to the board’s decisions and proposed changes.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125008562

Filing Summary: On March 13, 2025, Triumph Group, Inc. entered into Amendment No. 1 to its Tax Benefits Preservation Plan. This amendment is associated with a previously announced Merger Agreement dated February 2, 2025, involving Triumph Group, Titan BW Acquisition Holdco Inc., and Titan BW Acquisition Merger Sub Inc. Key changes in the Amendment include an increase in the purchase price for the Company’s Series B Junior Participating Preferred Stock from $105.00 to $125.00 and an extension of the Final Expiration Date of the Plan to March 13, 2028. The amendment also exempts the acquirer companies from being classified as an ‘Acquiring Person’ under the Plan and stipulates the automatic expiration of the Plan upon the effectiveness of the Merger. The amendment aims to protect the long-term tax benefits for the Company’s stockholders.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125008129

Filing Summary: On March 11, 2025, Triumph Group, Inc. reported the execution of a Merger Agreement with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc. According to the agreement, the Merger Sub will merge with and into Triumph Group, resulting in the Company becoming a wholly owned subsidiary of the Parent. The report states that the merger is subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, which expired on March 10, 2025. The completion of the transaction is also contingent upon receiving necessary regulatory approvals, obtaining stockholder approval of the Merger Agreement, and fulfilling customary closing conditions. The transaction is anticipated to close in the second half of 2025, pending these conditions. The report also includes forward-looking statements and warns about risks associated with the final closing of the merger.

Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000114036125008130

Filing Summary: On March 11, 2025, Triumph Group, Inc. reported its entry into a Merger Agreement with Titan BW Acquisition Holdco Inc. and its subsidiary, under which Merger Sub will merge with Triumph Group, resulting in Triumph becoming a wholly owned subsidiary of Parent. The completion of the merger is subject to the expiration of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, which was satisfied on March 10, 2025. Additional conditions include required regulatory approvals and stockholder approval for the Merger Agreement. The transaction is anticipated to close in the second half of calendar year 2025, contingent on these conditions being met.

Form Type: PREM14A

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125007456

Filing Summary: Triumph Group, Inc. is soliciting stockholder votes for a proposed merger with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc., structured through an Agreement and Plan of Merger dated February 2, 2025. The merger requires majority approval from stockholders at a Special Meeting, to be held virtually, where stockholders will discuss the Merger Proposal, a non-binding advisory vote on executive compensation related to the merger, and a potential adjournment to solicit additional proxies if necessary. Each share will receive $26.00 in cash as merger consideration, and the Company Board unanimously recommends voting in favor of the merger and related proposals. The document emphasizes the importance of stockholder votes and outlines methods for participation and proxy submission.

Form Type: DEFA14A

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525019980

Filing Summary: Triumph Group, Inc. is progressing towards a transaction where Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc. plan to merge with Triumph Group, Inc., making it a wholly owned subsidiary of Titan BW. This acquisition represents a significant strategic move, supported by private equity firms Warburg Pincus and Berkshire Partners. The agreement was reached on February 2, 2025, with communications sent to suppliers on February 3, 2025, informing them of the impending transition. The company anticipates the transaction to close in the second half of calendar year 2025, subject to approval from Triumph's shareholders and regulatory approvals. The document emphasizes that existing contracts and relationships with suppliers will remain unchanged during this period. Participants in the solicitation of proxies include the company's board of directors and executive officers.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525018820

Filing Summary: On February 2, 2025, Triumph Group, Inc. entered into an Agreement and Plan of Merger with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc., under which the Merger Sub will merge with Triumph Group, with Triumph surviving as a wholly owned subsidiary. Each share of common stock will be converted into the right to receive $26.00 in cash as Merger Consideration, subject to certain conditions. Performance stock units, restricted stock units, and in-the-money options will also be converted to cash based on the Merger Consideration. The Merger is contingent upon approval by a majority of shareholders, necessary regulatory approvals, and the absence of any legal restraints. The agreement includes a "no shop" provision prohibiting alternative acquisition proposals unless certain conditions are met. The Board has recommended that shareholders approve the Merger. A termination fee of $80 million is applicable under specified conditions, and the merger is not dependent on the Parent securing financing. The press release announcing this transaction was issued on February 3, 2025.

Form Type: DEFA14A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525018831

Filing Summary: On February 2, 2025, Triumph Group, Inc. entered into a Merger Agreement with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc. Under the agreement, Merger Sub will merge with Triumph Group, which will continue as a wholly-owned subsidiary of Parent. The deal stipulates that each share of Triumph's common stock will be converted to $26.00 in cash at the Effective Time, subject to tax withholdings. Other equity awards, such as performance stock units and options, will also be converted into cash based on the number of shares tied to the awards multiplied by the Merger Consideration. The Merger is contingent upon multiple conditions including the approval from a majority of shareholders and regulatory approvals. The Merger Agreement includes 'no shop' provisions to prevent Triumph from soliciting alternative acquisition proposals and sets out termination rights for both parties. A termination fee of $80 million is outlined for certain scenarios including failure to obtain shareholder approval. Additionally, a press release announcing the transaction was issued on February 3, 2025. The Board has recommended that shareholders vote in favor of the Merger Agreement at the upcoming stockholders meeting.

Form Type: DEFA14A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525019391

Filing Summary: TRIUMPH GROUP, INC. has announced a definitive agreement to be acquired by affiliates of private equity firms Warburg Pincus and Berkshire Partners in an all-cash transaction, which will transition TRIUMPH from a publicly traded company to a private entity. This acquisition, unanimously approved by TRIUMPH's Board of Directors, offers shareholders $26.00 per share, reflecting a 123% premium over the last trading day before speculation about the transaction. The firms behind the acquisition have significant experience in aerospace and defense investments, indicating a strong belief in TRIUMPH's growth potential. The deal is expected to close in the second half of 2025, pending shareholder and regulatory approval. Until then, TRIUMPH will continue to operate independently as a public company, maintaining its operational commitments to customers and employees. The announcement highlights the positive outlook of TRIUMPH’s leadership regarding future growth opportunities and emphasizes that there will be no immediate changes in strategy or business operations. Communications have also been made to employees and customers to provide assurance about the continuity of operations during the transition period.