A Form 8-A registration statement and prospectus supplement describing the terms of the warrants will be filed with the Securities and Exchange Commission (the "SEC") and will be available on the SEC's website located at. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. More information about TRIUMPH can be found on the Company's website at No Offer or Solicitation
Common stock pro rata full#
The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.
TRIUMPH, headquartered in Berwyn, Pennsylvania, designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor. Dyson Capital Advisors, Lazard and Goldman Sachs are serving as financial advisors. There will be certain limitations on holders who beneficially own or, upon exercise of the warrants, would own, 4.9% or more of the common stock.įor more information about the transaction, stockholders are encouraged to visit the "Warrants Information" section of TRIUMPH's investor relations page, which may be updated from time to time.ī. The warrants are expected to trade on the OTC market. TRIUMPH will distribute the warrants on or about December 19, 2022, to stockholders of record as of December 12, 2022. On a fully exercised basis (including full over exercise), the value of the warrants would increase equity by approximately $270 million, net of transaction expenses. The exercise price for the over subscription option must be paid in cash. Also, holders of warrants that are exercised after the price condition date or redemption notice date, as applicable, have the option to subscribe for any or all of the shares issuable to any unexercised warrants on a pro-rata basis. Holders who submit their warrants for exercise prior to the price condition date or a redemption notice date, as applicable, will have an "over exercise option" whereby they can increase the number of shares purchased under the warrant by 15%, by purchasing an additional 0.15 of a share of common stock by paying an additional 15% of the exercise price for each warrant they exercise. The warrants will expire one year from distribution, or five business days after "the price condition date" which is the date on which the daily volume weighted average price of TRIUMPH common stock equals or exceeds the exercise price for 20 trading days in any 30 trading day period, or upon termination at any time with 20 business days' prior public notice.
Each warrant will entitle the holder to purchase common stock at an exercise price of $12.35 per share. The warrants will be distributed in proportion to shareholdings with holders of TRIUMPH common stock receiving three warrants for every ten shares of common stock held as of the record date (rounded down to the nearest whole number for any fractional warrant). This distribution underscores the momentum we see in our end markets and the confidence we have in our ability to deliver long-term profitable growth." "Through this pro-rata warrant distribution, TRIUMPH is offering stockholders the opportunity to increase their investment in the Company by exercising with cash or our bonds, or to sell their warrants to other investors. " TRIUMPH continues to optimize its capital structure and enhance stockholder value," said Dan Crowley, TRIUMPH's chairman, president and chief executive officer. Holders may exercise their warrants for shares of common stock with cash or the Company's bonds at face value, as will be specified under the terms in the warrant agreement. 1, 2022 - Triumph Group, Inc. (NYSE: TGI) (" TRIUMPH" or the "Company") today announced that its Board of Directors has declared a distribution of warrants to holders of the Company's common stock.
Takes Proactive Steps to Optimize its Capital Structure and Deleverage the Balance SheetīERWYN, Pa., Dec.
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