425: Triumph Group Addresses Stockholder Lawsuits with Supplemental Disclosures Amidst Merger with Titan BW Acquisition

Triumph Group, Inc. provides supplemental disclosures to its proxy statement to address stockholder lawsuits alleging omissions of material information in connection with its merger with Titan BW Acquisition Holdco Inc.

Summary

• Triumph Group, Inc. is addressing lawsuits filed by purported stockholders who allege that the proxy statement related to the merger with Titan BW Acquisition Holdco Inc. omitted material information.
• To avoid potential expenses and delays, Triumph Group is voluntarily supplementing certain disclosures in the proxy statement.
• The supplemental disclosures include additional details regarding the financial advisor's opinion and the projections prepared by the company's management.
• Goldman Sachs performed an illustrative discounted cash flow analysis using forecasts and tax attribute forecasts, resulting in a range of illustrative present values per share from $17 to $25.
• Goldman Sachs also performed an illustrative analysis of the implied present value of an illustrative future value per share, resulting in a range of implied present values per share ranging from $17 to $27.
• The company's projections for revenue range from $1.243 billion in 2025E to $1.663 billion in 2029E.
• EBITDAP is projected to increase from $201 million in 2025E to $348 million in 2029E.
• Unlevered Free Cash Flow is projected to increase from $99 million in 2025E to $194 million in 2029E.
• The company denies all allegations that any additional disclosure was required or material.
• As of the date of these Supplemental Disclosures, none of our directors or executive officers has had any discussions or negotiations, or entered into any agreement with Parent or any of its affiliates, regarding the potential terms of their individual employment arrangements or having a board seat following the consummation of the Merger, or the right to purchase or participate in the equity of the Company or one or more of its affiliates after the closing of the Merger.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the company is facing litigation, it is proactively addressing the issues. The financial projections show growth, but the merger introduces uncertainty.

Positives

• The company is proactively addressing stockholder concerns by providing supplemental disclosures.
• The company's projections show consistent growth in revenue, EBITDAP, and unlevered free cash flow.

Negatives

• The lawsuits filed by stockholders indicate potential dissatisfaction with the merger disclosures.
• The company is incurring expenses and potential business delays to address the litigation.

Risks

• The merger agreement could be terminated due to unforeseen events or failure to meet conditions.
• Stockholder approval of the merger is not guaranteed.
• The merger may not be completed on the expected timeline.
• The announcement or completion of the merger could adversely affect relationships with customers, employees, suppliers, or other parties.
• Potential litigation related to the merger could have adverse effects.
• Disruptions from the merger could harm the company's or parent's business.

Future Outlook

The document contains forward-looking statements regarding future sales, earnings, cash flows, results of operations, and other measures of financial performance, which are subject to risks and uncertainties.

Management Comments

• The Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable laws and deny the allegations in the demand letters and the Complaints.
• Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein.
• To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material.

Industry Context

The selected transactions analysis includes deals in the aerospace industry since 2015, providing context for the valuation multiples used in the financial analysis.

Comparison to Industry Standards

• Goldman Sachs analyzed selected transactions in the aerospace industry since 2015, including RBC Bearings Inc.'s acquisition of Sargent Aerospace and Defense Business of Dover Corp. (13.3x EV/LTM EBITDA), TransDigm Group Inc.'s acquisition of Esterline Technologies Corp. (13.0x EV/LTM EBITDA), and Parker Hannifin Corp.'s acquisition of Meggitt PLC (16.3x EV/LTM EBITDA).
• The analysis also included more recent transactions such as Safran S.A.'s acquisition of Actuation & Flight Controls Business of RTX Corp. (14.7x EV/LTM EBITDA), KKR & Co. Inc.'s acquisition of CIRCOR International, Inc. (13.0x EV/LTM EBITDA), Arcline Investment Management, L.P.'s acquisition of Kaman Corp. (16.1x EV/LTM EBITDA), and Platinum Equity Advisors, LLC's acquisition of Hroux-Devtek Inc. (14.6x EV/LTM EBITDA).
• These transactions were used to derive a reference range of EV/LTM adjusted EBITDA multiples of 13.0x to 16.3x for Triumph Group.

Legal Proceedings

• The Company has received several demand letters from counsel representing purported stockholders of the Company alleging, among other things, that the Proxy Statement filed in connection with the Merger omitted certain purportedly material information which rendered such document incomplete and misleading.
• Lawsuits were filed by purported stockholders of the Company in connection with the Merger under the captions Michael Floyd v. Triumph Group, Inc., et al. No. 651671/2025 (N.Y.) and John Marino v. Triumph Group, Inc., et al. No. 651696/2025 (N.Y.).

Stakeholder Impact

• The merger could impact relationships with customers, employees, suppliers, and other parties.
• The outcome of the merger vote will directly affect stockholders.

Next Steps

• The company will continue to defend against the stockholder lawsuits.
• Stockholders will vote on the merger agreement.
• The company will work to satisfy the conditions for closing the merger.

Key Dates

Keywords

Merger, Triumph Group, Titan BW Acquisition, Proxy Statement, Lawsuits, Disclosures, Financial Analysis, Projections, EBITDAP, Unlevered Free Cash Flow