TRIUMPH GROUP INC: M&A transaction — Warburg Pincus & Berkshire complete $26/share acquisition of Triumph Group; delisted

TRIUMPH GROUP INC

All outstanding TGI shares acquired for $26.00 cash per share; stock to be delisted from NYSE on July 25, 2025.
Jorge L. Valladares III appointed CEO, succeeding Daniel J. Crowley; Valladares was formerly COO of TransDigm.
Triumph will operate as a privately held company backed by Warburg Pincus and Berkshire Partners.
In connection with the merger, $958.89M aggregate principal of 9% Senior Secured Notes redeemed at 104.5% of par.
All prior directors resigned at closing; board now consists of representatives of the new owners.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TRIUMPH GROUP INC: Amended and restated the Certificate of Incorporation in its entirety.

Change: charter amendment

Exact text from the filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TRIUMPH GROUP INC: Amended and restated the Bylaws in their entirety.

Change: bylaw amendment

Exact text from the filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TRIUMPH GROUP INC underwent a change of control involving Warburg Pincus LLC and Berkshire Partners LLC for $26.00 per share in cash (closed 2025-07-24).

Action: change of control
Counterparty: Warburg Pincus LLC and Berkshire Partners LLC
Consideration: $26.00 per share in cash
Closing: 2025-07-24

Exact text from the filing

as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer

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Source: SEC EDGAR

accession 0000950170-25-098396

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