TRIUMPH Announces Pro-rata Distribution of Warrants to Purchase Common Stock


BERWYN, PA — Triumph Group, Inc. (NYSE: TGI) announced that its Board of Directors recently declared a distribution of warrants to holders of the Company’s common stock.  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.

“TRIUMPH continues to optimize its capital structure and enhance stockholder value,” said Dan Crowley, TRIUMPH’s chairman, president and chief executive officer.  “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.  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.”

Details of Warrant Distribution

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).  Each warrant will entitle the holder to purchase common stock at an exercise price of $12.35 per share.  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.

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.  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.  The exercise price for the over subscription option must be paid in cash.  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.

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TRIUMPH will distribute the warrants on or about December 19, 2022, to stockholders of record as of December 12, 2022.   The warrants are expected to trade on the OTC market.  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.

For 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.

B. Dyson Capital Advisors, Lazard and Goldman Sachs are serving as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.

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