UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Pursuant to §240.14a-12 |
TRIUMPH GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
This Schedule 14A relates solely to preliminary communications made prior to furnishing security holders of Triumph Group, Inc., a Delaware corporation (the “Company”), with a definitive proxy statement and a transaction statement on Schedule 13E-3 related to a proposed transaction with Titan BW Acquisition Holdco Inc., a Delaware corporation (“Parent”), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), in which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Transaction”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated February 2, 2025, among the Company, Parent and Merger Sub (the “Merger Agreement”).
This Schedule 14A filing consists of the following documents relating to the Transaction:
| • | Form of e-mail distributed by the Company to suppliers on February 3, 2025 |
* * *
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and information currently available to management. They can be identified by the use of words such as “may,” “might,” “anticipate,” “plan,” “believe,” “potential,” “intend,” “expect,” “strategy,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the risk that the Company’s stockholders may not approve the proposed transaction; (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the proposed transaction; (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (vi) potential litigation relating to the proposed transaction that could be instituted against the Company, Titan BW Acquisition Holdco Inc. (the “Buyer”) or their respective directors and officers, including the effects of any outcomes related thereto; or (vii) possible disruptions from the proposed transaction that could harm the Company’s or Buyer’s business, including current plans and operations. 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 or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024. Any forward-looking information provided in this document should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this document.
Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Buyer, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.triumphgroup.com/investor-relations) or by contacting the investor relations department of the Company.
Participants in the Solicitation
The Company and its directors and executive officers, including Daniel J. Crowley, Chairman, President and Chief Executive Officer, Barbara Humpton, Colleen C. Repplier, Courtney Mather, Cynthia M. Egnotovich, Daniel P. Garton, Mark C. Cherry, Neal J. Keating, Partrick Allen, all of whom are members of the Company’s Board of Directors, as well as James McCabe, Senior Vice President and Chief Financial Officer, Jennifer Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary, Thomas Quigley, Vice President, Investor Relations, Mergers & Acquisitions & Treasurer, Kai Kasiguran, Vice President, Controller may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Principal Stockholders and Management,” “Board of Directors—Director Compensation,” and “Compensation Discussion and Analysis” contained in the Company’s proxy statement on Schedule 14A filed with the SEC on June 24, 2024. To the extent that the Company’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2024 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, Initial Statements of Beneficial ownership on Form 3, or amendments to beneficial ownership reports on Schedules 13D filed with the SEC: Form 4, filed by Kai W. Kasiguran, with the filings of the Company on September 3, 2024; Form 4, filed by Colleen C. Repplier, with the filings of the Company on August 12, 2024; Form 4, filed by Courtney Mather, with the filings of the Company on August 12, 2024; Form 4, filed by Neal J. Keating, with the filings of the Company on August 12, 2024; Form 4, filed by Daniel P. Garton, with the filings of the Company on August 12, 2024; Form 4, filed by Barbara Humpton, with the filings of the Company on August 12, 2024; Form 4, filed by Cynthia M. Egnotovich, with the filings of the Company on August 12, 2024; Form 4, filed by Patrick E. Allen, with the filings of the Company on August 12, 2024; Form 3, filed by Mark C. Cherry, with the filings of the Company on August 12, 2024 and Form 4, filed by Mark C. Cherry, with the filings of the Company on August 9, 2024.
Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.triumphgroup.com/investor-relations.
Supplier Communications - An Exciting Next Chapter for TRIUMPH
Dear Valued Supplier,
I am reaching out with news about TRIUMPH. We recently announced an agreement to be acquired by affiliates of growth-focused private equity firms Warburg Pincus and Berkshire Partners and become a privately held company. This is an important milestone in TRIUMPH’s journey and an exciting development for our Company and all TRIUMPH stakeholders. You can read more about it in our press release here.
In case you’re unfamiliar, Warburg Pincus is the pioneer of private equity global growth investing and Berkshire Partners is a growth-focused private equity firm based in Boston. Importantly, both Warburg Pincus and Berkshire Partners have strong track records of partnering with and helping to grow leading aerospace and defense companies.
We are pleased to have reached this agreement, which recognizes TRIUMPH’s position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. Moreover, it is a meaningful recognition of the work our Company has undergone to successfully optimize our portfolio, built around a world class team and capabilities.
Looking ahead, with our new partners, we will be well positioned to capture the growing demand for high quality aerospace components and support our suppliers’ evolving needs in this dynamic industry. Warburg Pincus and Berkshire Partners recognize the value we deliver for our suppliers, like you, and that won’t change.
To that end, I want to emphasize that TRIUMPH will continue with business as usual and there will be no change to your existing contract, performance requirements or key contacts at TRIUMPH.
In terms of next steps, we expect the transaction to close in the second half of calendar year 2025, following approval by TRIUMPH shareholders and receipt of required regulatory approvals. Until then, we will continue to operate as an independent, publicly traded company conducting business as usual at TRIUMPH. If you have additional questions, you can reach out to your TRIUMPH point of contact.
Thank you for your continued support and partnership. We look forward to building on it for years to come.
XXXXX
TRIUMPH 555 E. Lancaster Avenue Suite 400 Radnor, PA 19087 | Tel: 610.251.1000 Fax: 610.251.1555 | tgicomm@triumphgroup.com
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and information currently available to management. They can be identified by the use of words such as “may,” “might,” “anticipate,” “plan,” “believe,” “potential,” “intend,” “expect,” “strategy,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the risk that the Company’s stockholders may not approve the proposed transaction; (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the proposed transaction; (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (vi) potential litigation relating to the proposed transaction that could be instituted against the Company, Titan BW Acquisition Holdco Inc. (the “Buyer”) or their respective directors and officers, including the effects of any outcomes related thereto; or (vii) possible disruptions from the proposed transaction that could harm the Company’s or Buyer’s business, including current plans and operations. 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 or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024. Any forward-looking information provided in this document should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this document.
Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Buyer, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRIUMPH 555 E. Lancaster Avenue Suite 400 Radnor, PA 19087 | Tel: 610.251.1000 Fax: 610.251.1555 | tgicomm@triumphgroup.com
TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.triumphgroup.com/investor-relations) or by contacting the investor relations department of the Company.
Participants in the Solicitation
The Company and its directors and executive officers, including Daniel J. Crowley, Chairman, President and Chief Executive Officer, Barbara Humpton, Colleen C. Repplier, Courtney Mather, Cynthia M. Egnotovich, Daniel P. Garton, Mark C. Cherry, Neal J. Keating, Partrick Allen, all of whom are members of the Company’s Board of Directors, as well as James McCabe, Senior Vice President and Chief Financial Officer, Jennifer Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary, Thomas Quigley, Vice President, Investor Relations, Mergers & Acquisitions & Treasurer, Kai Kasiguran, Vice President, Controller may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Principal Stockholders and Management,” “Board of Directors—Director Compensation,” and “Compensation Discussion and Analysis” contained in the Company’s proxy statement on Schedule 14A filed with the SEC on June 24, 2024. To the extent that the Company’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2024 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, Initial Statements of Beneficial ownership on Form 3, or amendments to beneficial ownership reports on Schedules 13D filed with the SEC: Form 4, filed by Kai W. Kasiguran, with the filings of the Company on September 3, 2024; Form 4, filed by Colleen C. Repplier, with the filings of the Company on August 12, 2024; Form 4, filed by Courtney Mather, with the filings of the Company on August 12, 2024; Form 4, filed by Neal J. Keating, with the filings of the Company on August 12, 2024; Form 4, filed by Daniel P. Garton, with the filings of the Company on August 12, 2024; Form 4, filed by Barbara Humpton, with the filings of the Company on August 12, 2024; Form 4, filed by Cynthia M. Egnotovich, with the filings of the Company on August 12, 2024; Form 4, filed by Patrick E. Allen, with the filings of the Company on August 12, 2024; Form 3, filed by Mark C. Cherry, with the filings of the Company on August 12, 2024 and Form 4, filed by Mark C. Cherry, with the filings of the Company on August 9, 2024.
Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.triumphgroup.com/investor-relations.
TRIUMPH 555 E. Lancaster Avenue Suite 400 Radnor, PA 19087 | Tel: 610.251.1000 Fax: 610.251.1555 | tgicomm@triumphgroup.com