Exhibit 99.1
NEWS RELEASE
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Contact: April Harper Director, Marketing & Communications Phone (610) 251-1000 aharper@triumphgroup.com | | Thomas A. Quigley, III VP, Investor Relations, Mergers & Acquisition and Treasurer Phone (610) 251-1000 tquigley@triumphgroup.com |
TRIUMPH GROUP, INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER FOR ANY AND ALL OF ITS 6.250% SENIOR SECURED NOTES DUE 2024
BERWYN, PA – March 13, 2023 – Triumph Group, Inc. (NYSE: TGI) (“Triumph” or the “Company”) today announced the results, as of 5:00 p.m., New York City time, on March 10, 2023 (the “Early Tender Deadline”), of its previously announced cash tender offer to purchase any and all of its outstanding 6.250% Senior Secured Notes due in 2024 (the “Notes”), upon the terms and conditions included in the Offer to Purchase, dated February 27, 2023.
As of the Early Tender Deadline, the aggregate principal amount of the Notes that have been validly tendered and not validly withdrawn was $514,315,000, representing 97.96% of the $525,000,000 aggregate outstanding principal amount of the Notes.
Subject to the terms and conditions of the tender offer being satisfied or waived, holders who validly tendered and did not withdraw Notes prior to the Early Tender Deadline will, if their Notes are accepted for purchase, receive the “Total Consideration” equal to $1,001.50 per $1,000 principal amount of Notes. In addition to the Total Consideration, holders will receive accrued and unpaid interest on the Notes from the most recent payment of semi-annual interest preceding the Early Settlement Date (as defined in the Offer to Purchase) to, but not including, the Early Settlement Date. The Early Settlement Date is expected to be March 14, 2023.
The Withdrawal Deadline (as defined in the Offer to Purchase) has passed. Accordingly, any validly tendered notes may no longer be withdrawn or revoked. The tender offer will expire at 5:00 p.m., New York City time, on March 27, 2023, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). Holders who validly tender their Notes after the Early Tender Deadline but prior to the Expiration Time will be eligible to receive the tender offer consideration equal to $951.50 per $1,000 principal amount of Notes. Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on the Notes from the most recent payment of semi-annual interest preceding the Final Settlement Date (as defined in the Offer to Purchase) to, but not including, the Final Settlement Date. The Company currently expects the Final Settlement Date to be on or about March 28, 2023.
The tender offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) the consummation of a financing raising aggregate proceeds from the refinancing of at least $1.2 billion on or prior to the Early Settlement Date on terms reasonably acceptable to the Company in its sole discretion (the “Financing Condition”), and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the tender offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the tender offer or may otherwise amend the tender offer. As of the date of the consummation of the Financing Transaction (as defined in the Offer to Purchase), the Company intends to satisfy and discharge any outstanding Notes,
