Triumph Group (NYSE: TGI) Enters Agreement to be Acquired by Warburg Pincus and Berkshire Partners for $3 Billion in All-Cash Deal

Triumph Group Inc., a Delaware corporation, announced on February 3, 2025, that it has entered into a definitive Agreement and Plan of Merger with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc. The Merger Agreement outlines that Merger Sub will merge with Triumph Group, Inc., resulting in Triumph becoming a wholly-owned subsidiary of Parent.

The terms of the acquisition state that each share of common stock of Triumph Group will be converted into the right to receive $26.00 in cash at the Effective Time of the merger. Additionally, outstanding performance stock units, restricted stock units, and in the money stock options will be cashed out at predetermined rates.

Following the merger, various equity incentive plans of Triumph Group will be terminated. The Merger Agreement is contingent upon customary conditions, including shareholder approval, regulatory clearances, and the absence of any Legal Restraints.

Both companies, Warburg Pincus and Berkshire Partners, have committed substantial equity and debt financing to ensure the smooth completion of the transaction. If the Merger Agreement is terminated under specific circumstances, Triumph Group may be required to pay a termination fee.

In conjunction with the merger proceedings, Triumph Group also amended its Bylaws to incorporate a forum selection clause designating the Court of Chancery of the State of Delaware as the exclusive venue for legal disputes.

Upon completion of the transaction, Triumph Group will become a privately held company jointly controlled by Warburg Pincus and Berkshire Partners. The companies aim to close the deal in the second half of 2025, following customary approvals.

The Board of Triumph Group, Inc. unanimously approved the agreement and subsequent actions. Concurrently, the company issued a press release on February 3, 2025, to inform stakeholders of the ongoing developments.

The transaction marks a significant move for Triumph Group, showcasing strategic realignment and shareholder value creation. For further details about the agreement, shareholders of Triumph Group are advised to review the official filings provided by the company to the Securities and Exchange Commission.

The acquisition underscores the commitment of both companies to enhance Triumph Group’s growth trajectory and capitalize on the evolving demands in the aerospace and defense industry. The M&A process is set to bring substantial changes in Triumph Group’s operations and market positioning.

Investors and shareholders are urged to stay informed about the developments by accessing the SEC filings and official communications from Triumph Group.

For more information and updates on the ongoing developments, interested parties can visit Triumph Group’s investor relations website.

For media inquiries or additional details, contacts are provided as:
– Kyle Beeson, Director of Communications
– Thomas A. Quigley III, Vice President of Investor Relations, Mergers & Acquisitions, and Treasurer

The narrative set forth in the press release and the SEC filing by Triumph Group outlines a significant transformation within the company’s operational structure and ownership. End users are advised to closely monitor future updates and official communications from Triumph Group regarding the merger and related proceedings.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Triumph Group’s 8K filing here.

About Triumph Group

Triumph Group, Inc designs, engineers, manufactures, repairs, overhauls, and distributes aircraft, aircraft components, accessories, subassemblies, and systems worldwide. It operates in two segments, Triumph Systems & Support, and Triumph Interiors. The company offers aircraft and engine-mounted accessory drives, thermal control systems and components, cargo hooks, high lift actuations, cockpit control levers, hydraulic systems and components, control system valve bodies, landing gear actuation systems, electronic engine controls, landing gear components and assemblies, cyber protected process controllers, main engine gearbox assemblies, geared transmissions and drive train components, main fuel pumps, fuel-metering units, primary and secondary flight control systems, and vibration absorbers.