TRIUMPH GROUP,INC. (NYSE:TGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Definitive Agreement.

Triumph Group, Inc. (the “Company”) and certain of its subsidiaries, as co-borrowers and guarantors thereunder, the financial institutions party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), are parties to that certain Third Amended and Restated Credit Agreement dated as of November 19, 2013 (as heretofore amended or modified, the “Existing Credit Agreement”).

On July 31, 2017, the Company, its subsidiary co-borrowers and guarantors entered into a Ninth Amendment to the Credit Agreement (the “Ninth Amendment” and the Existing Credit Agreement as amended by the Ninth Amendment, the “Credit Agreement”) with the Administrative Agent and the Lenders party thereto to, among other things, (i) permit the Company to incur High Yield Indebtedness (as defined in the Credit Agreement) in an aggregate principal amount of up to $500.0 million, subject to the Company’s obligations to apply the net proceeds from this offering to repay the outstanding principal amount of the term loans in full, (ii) limit the mandatory prepayment provisions to (a) eliminate the requirement that net proceeds received from the incurrence of Permitted Indebtedness (as defined in the Credit Agreement), including the High Yield Indebtedness, be applied to reduce the revolving credit commitments once the revolving credit commitments have been reduced to $800.0 million, (b) eliminate the requirement that the Company repay the loans and permanently reduce the revolving credit commitments using any net proceeds from the Company’s issuance of capital stock and (c)eliminate the requirement that the net proceeds from certain asset sales be applied to repay the loans and permanently reduce the revolving credit commitments, to the extent that such net proceeds are reinvested in the business of the Company or its subsidiaries within 360 days after the receipt thereof, (iii) add, for purposes of determining whether the loan parties can incur permitted indebtedness (other than the High Yield Indebtedness), a maximum total leverage test of less than 4.50 to 1.00 after giving effect to such Permitted Indebtedness, (iv) lower the minimum interest coverage ratio to 2.75 to 1.00, (v)modify the senior secured leverage ratio to set the maximum level at 3.50 to 1.00 and to remove any additional step downs thereof, (vi) remove all of the covenant restriction period restrictions, which limited the Company’s ability to request an increase in the revolving credit or term loan commitments, make stock repurchases and certain dividends, enter into acquisitions and prepay certain specified indebtedness, (vii) add, with respect to permitting acquisitions, a maximum total leverage test of less than 4.50 to 1.00 and reduce the minimum availability requirement from $300.0 million to $200.0 million, (viii) set current interest rate and letter of credit pricing tiers to LIBOR +350 basis points (base rate + 250 basis points) and the commitment fee to 50 basis points as the pricing for the remainder of the term, (ix) eliminate certain categories of specified asset sales and the corresponding mandatory prepayment provisions related thereto, (x) modify the existing category of permitted asset sales to permit assets sales, in any given fiscal year, to the extent the aggregate net proceeds received therefrom do not exceed 10% of Company’s consolidated total assets (as determined as of the first day of such fiscal year) and only require the net proceeds of such asset sales to be applied to prepay the loans and reduce the revolving credit commitments to the extent such net proceeds are not reinvested in the business of the Company or its subsidiaries within 360 days after the receipt thereof and (xi)eliminate all references to the permitted potential voluntary insolvency of the Company’s Vought Aircraft Division (Triumph Aerostructures Holdings, LLC) and/or certain affiliated entities. The effectiveness of the Ninth Amendment is contingent upon the completion of the senior note offering announced by the Company on August 2, 2017.

Item 8.01Other Events.

On August2, 2017, the Company issued a press release relating to a proposed offering of Senior Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

TRIUMPH GROUP INC Exhibit
EX-99.1 2 exhibit991-pressreleasedat.htm EXHIBIT 99.1 – PRESS RELEASE DATED 8.2.2017 Exhibit NEWS RELEASEMedia Contact:                            Investor Relations Contact:Michele Long                            Sheila G. SpagnoloPhone (610) 251-1000                        Phone (610) [email protected]                    [email protected]                  TRIUMPH GROUP ANNOUNCES PROPOSED SENIOR NOTES OFFERINGBERWYN,…
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About TRIUMPH GROUP,INC. (NYSE:TGI)

Triumph Group, Inc. designs, engineers, manufactures, repairs, overhauls and distributes a portfolio of aircraft components, accessories, subassemblies and systems. The Company offers a range of products and services to the aerospace industry through three segments: Triumph Aerostructures Group, whose companies are engaged in the design, manufacture, assembly and integration of metallic and composite aerostructures and structural components for the aerospace original equipment manufacturer (OEM) market; Triumph Aerospace Systems Group, whose companies design, engineer and manufacture a range of build-to-print components, assemblies and systems also for the OEM market, and Triumph Aftermarket Services Group, whose companies serve aircraft fleets, such as commercial airlines, the United States military and cargo carriers, through the maintenance, repair and overhaul (MRO) of aircraft components and accessories manufactured by third parties.