RADNOR, Pa., NEW YORK, and BOSTON, Feb. 3, 2025 – Triumph Group, Inc. (NYSE: TGI), a prominent aerospace and defense systems and components manufacturer, has announced a definitive agreement to be acquired by affiliates of leading private equity firms Warburg Pincus and Berkshire Partners. The acquisition, valued at approximately $3 billion in total enterprise value, will see Triumph Group become a privately held company under the joint control of these Pr Partners.
Under the agreement’s terms, Triumph Group shareholders are set to receive $26.00 per share in cash. This acquisition price represents a significant premium, approximately 123% above the Company’s unaffected closing stock price and a 58% premium over the 90-day volume weighted average price (VWAP) up to January 31, 2025. This deal provides substantial immediate value to shareholders, reflecting the successful culmination of a thorough process by Triumph Group’s Board of Directors.
Dan Crowley, TRIUMPH’s chairman, president, and chief executive officer, commented on the agreement, stating, “This transaction delivers immediate, certain, and premium cash value to our shareholders. It is a recognition of TRIUMPH’s optimized portfolio and world-class team. Partnering with Berkshire Partners and Warburg Pincus as a private company enhances our ability to serve our customers and provides greater opportunities for our employees.” He highlighted the strategic benefits of this pr partners relationship, emphasizing the enhanced resources and focus that private ownership will bring.
Strategic Partnership for Growth
Warburg Pincus, known for its extensive experience in aerospace investments, expressed enthusiasm about the partnership. Dan Zamlong, Managing Director at Warburg Pincus, stated, “TRIUMPH’s reputation in aerospace components is outstanding. We are excited to partner with them and leverage our experience to support their growth and meet the increasing demand for high-quality aerospace solutions.” This reflects the strategic alignment and the potential for synergistic growth through this pr partners collaboration.
Berkshire Partners echoed this sentiment, emphasizing TRIUMPH’s crucial role in the aerospace and defense sector. Blake Gottesman, Managing Director at Berkshire Partners, added, “Berkshire has a strong history of investing in leading aerospace companies. We look forward to working with TRIUMPH to accelerate their growth in this next phase.” The involvement of Berkshire Partners further underscores the industry confidence in Triumph Group and the strategic vision of these pr partners.
Transaction Timeline and Approvals
The transaction is anticipated to close in the second half of 2025, pending customary closing conditions. These conditions include approval from Triumph Group shareholders and the receipt of necessary regulatory approvals. The definitive agreement has been unanimously approved by Triumph Group’s Board of Directors, and the acquisition is not contingent upon financing, ensuring a smooth and financially secure path to completion. Upon closing, Triumph Group will be delisted from the New York Stock Exchange, marking its transition to private ownership under its new pr partners.
Third Quarter Fiscal 2025 Earnings
In light of the pending acquisition, Triumph Group has announced the release of its third quarter fiscal 2025 earnings and the filing of its Form 10-Q by February 10, 2025, as scheduled. However, the previously planned earnings conference call and webcast have been cancelled due to the ongoing transaction.
Advisory Teams
Triumph Group has enlisted Goldman Sachs & Co. LLC as its exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel. Representing Berkshire Partners and Warburg Pincus, Lazard is serving as financial advisor, with legal counsel from Kirkland & Ellis LLP and Covington & Burling LLP. These top-tier advisors highlight the significance and complexity of this acquisition, ensuring expert guidance for all parties involved.
About Triumph Group
Founded in 1993 and headquartered in Radnor, Pennsylvania, Triumph Group is a global leader in aerospace and defense, specializing in the design, development, manufacture, repair, and provision of spare parts. The company’s broad portfolio of systems and components serves original equipment manufacturers and operators across the military and commercial aviation spectrum. For more information, visit www.triumphgroup.com.
About Berkshire Partners
Berkshire Partners, a 100% employee-owned firm, is a multi-sector specialist investor focusing on private and public equity. With a focus on growing companies across business & consumer services, healthcare, industrials, and technology & communications, Berkshire manages Fund XI with approximately $7.8 billion in commitments. Their history includes over 150 private equity investments, emphasizing collaborative growth with management teams. More details are available at www.berkshirepartners.com.
About Warburg Pincus
Warburg Pincus LLC is a pioneering global growth investor in private equity since 1966. Managing over $86 billion in assets, with a portfolio of over 230 active companies, Warburg Pincus invests across diverse sectors and geographies. A significant player in aerospace & defense and industrial technology, their portfolio includes notable companies like Accelya and CAMP Systems. With over 1,000 companies invested in across various strategies, Warburg Pincus is headquartered in New York and operates globally. Further information can be found at www.warburgpincus.com.
Forward-Looking Statements
This announcement includes forward-looking statements as defined by the U.S. Private Securities Litigation Reform Act of 1995. These statements, identified by terms like “anticipate,” “expect,” “intend,” and similar expressions, relate to future events and expectations, including sales, earnings, and financial performance. These forward-looking statements are inherently subject to risks, uncertainties, and factors that could cause actual results to differ materially. These risks include, but are not limited to: the termination of the merger agreement, shareholder or regulatory approval issues, the timing of transaction completion, potential impacts on customer, employee, and supplier relationships, litigation risks, and disruptions to business operations. For a comprehensive list of risk factors, refer to Triumph Group’s reports filed with the SEC, including their Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The company undertakes no obligation to update these forward-looking statements.
Important Information and Where to Find It
In connection with the proposed transaction, Triumph Group will file relevant materials with the SEC, including a proxy statement. Investors and security holders are urged to read these materials carefully when available, as they will contain important details about the transaction. The definitive proxy statement and other relevant documents can be obtained for free at the SEC’s website (http://www.sec.gov), Triumph Group’s website (https://www.triumphgroup.com/investor-relations), or by contacting the company’s investor relations department.
Participants in the Solicitation
Triumph Group and its directors and executive officers may be deemed participants in the solicitation of proxies regarding this transaction. Information about these participants, including their interests, is detailed in Triumph Group’s proxy statement filed with the SEC on June 24, 2024. Additional information will be available in the proxy statement and other materials to be filed with the SEC for this transaction, accessible at the SEC’s website and Triumph Group’s investor relations website.
SOURCE Triumph Group
