Triumph Group, Inc. (NYSE: TGI) ("Triumph" or the "Company") today announced that it intends to offer $600.0 million aggregate principal amount of senior secured first lien notes due 2024 (the "Notes," and such offering, the "Notes Offering"). The Notes will be guaranteed (the "Guarantees") by the same subsidiaries (the "Guarantors") that guaranty certain of Triumph's other indebtedness, including its (i) 5.250% Senior Notes due 2022, (ii) 6.250% Senior Secured Notes due 2024 (the "2024 Notes"), and (iii) 7.750% Senior Notes due 2025. The Notes and the Guarantees will be secured, subject to permitted liens, by first-priority liens on substantially all of the Company's and the Guarantors' assets. The collateral also secures the 2024 Notes on a second lien basis.
The Company intends to use the net proceeds from the Notes Offering to repay the loans and other amounts outstanding under and terminate its revolving credit facility and to cash collateralize the letters of credit issued thereunder, to pay accrued interest, fees and expenses, and to increase its available cash for general corporate purposes. The final terms and amounts of the Notes are subject to market and other conditions.
The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. Neither the Notes nor the Guarantees will be registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale, nor shall there be any sale of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.