Triumph Group's $3 Billion Acquisition: A Windfall for Shareholders

In a significant development, Triumph Group, Inc. (NYSE: TGI) has agreed to be acquired by affiliates of Warburg Pincus and Berkshire Partners in an all-cash transaction valued at approximately $3 billion. The acquisition, which is expected to close in the second half of 2025, will result in Triumph Group becoming a privately held company, jointly controlled by the two private equity firms.

Under the terms of the agreement, Triumph Group shareholders will receive $26.00 per share in cash, representing a premium of approximately 123% over the Company's unaffected closing stock price and a premium of approximately 58% over the volume weighted average price (VWAP) of Triumph Group common stock for the 90 days prior to January 31, 2025.



The acquisition is a testament to Triumph Group's position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. The Company's strong reputation and expertise in the aerospace and defense industry have made it an attractive target for Warburg Pincus and Berkshire Partners.

"We are pleased to have reached this agreement, which reflects the culmination of the Board's robust process and will deliver immediate, certain and premium cash value to our shareholders," said Dan Crowley, Triumph Group's chairman, president and chief executive officer. "Over the last few years, Triumph Group successfully optimized our portfolio, built around a world class team and capabilities. This transaction recognizes our Company's position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. As a privately held company in partnership with Berkshire Partners and Warburg Pincus, Triumph Group will have an enhanced ability to meet our customers' evolving needs and provide more opportunities for our valued employees."

The acquisition is subject to customary closing conditions, including approval by Triumph Group shareholders and receipt of required regulatory approvals. The Company's Board of Directors has unanimously approved the definitive agreement, and the transaction is not contingent upon financing. Upon completion of the transaction, Triumph Group will no longer be traded on the New York Stock Exchange.

In connection with its pending transaction, Triumph Group will release its third quarter fiscal 2025 earnings and file its Form 10-Q by February 10, 2025, as planned, and is cancelling its previously scheduled earnings conference call and webcast.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Triumph Group. Lazard is serving as financial advisor and Kirkland & Ellis LLP and Covington & Burling LLP are acting as legal counsel to Berkshire Partners and Warburg Pincus.

Triumph Group, founded in 1993 and headquartered in Radnor, Pennsylvania, designs, develops, manufactures, repairs, and provides spare parts across a broad portfolio of aerospace and defense systems and components. The Company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

Berkshire Partners is a 100% employee-owned, multi-sector specialist investor in private and public equity. The firm's private equity team invests in well-positioned, growing companies across business & consumer services, healthcare, industrials, and technology & communications. Berkshire is currently investing from its Fund XI, which held its final closing in 2024 with approximately $7.8 billion in commitments. Since inception, Berkshire Partners has made more than 150 private equity investments and has a strong history of collaborating with management teams to grow the companies in which it invests.

Warburg Pincus is a leading global growth-oriented private equity firm focused on long-term value creation. The firm has more than $60 billion in assets under management and has invested in over 90 countries. Warburg Pincus' private equity portfolio includes investments in various industries, such as technology, healthcare, consumer products, and energy.

The acquisition of Triumph Group by affiliates of Warburg Pincus and Berkshire Partners is a significant development in the aerospace and defense industry, and shareholders of Triumph Group can expect to benefit from the premium offered in the transaction. As a privately held company, Triumph Group will have the opportunity to explore new growth strategies and capitalize on emerging opportunities in the market.