UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2023
(Exact name of registrant as specified in its charter)
| Delaware | 1-12235 | 51-0347963 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 555 E Lancaster Avenue, Suite 400 Radnor, Pennsylvania |
19087 | |
| (Address of principal executive offices) | (Zip Code) |
(610) 251-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $.001 per share | TGI | New York Stock Exchange | ||
| Purchase Rights | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sale of Equity Securities. |
On June 13, 2023, Triumph Group, Inc. (the “Company”) contributed 3,200,000 shares of common stock, par value $0.001 per share (the “Securities”), to Vought Aircraft Industries Inc., Master Defined Benefit Trust (the “Trust”), which is the trust maintained in connection with the Vought Aircraft Industries, Inc. Hourly Retirement Plan. The Securities were contributed to the Trust as a discretionary contribution in a private placement transaction made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing price of the Company’s common stock on the New York Stock Exchange on the date of the contribution was $12.23 per share. The contribution of approximately $37.2 million will cover 100% of the required cash contribution for fiscal year 2024 and the excess will reduce future required cash contributions.
On June 13, 2023, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to a registration statement with the Securities and Exchange Commission, covering the resale of up to 3,200,000 shares of common stock of the Company and naming the Trust as a selling securityholder thereunder, pursuant to which the Trust may resell the Securities from time to time.
| Item 8.01 | Other Events. |
In connection with the contribution of Securities to the Trust, the Company has appointed Newport Trust Company to serve as investment manager and independent fiduciary to, among other things, manage the Securities while held as an asset of the Trust.
The legal opinion as to the validity of the Securities covered by the Resale Prospectus Supplement is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 14, 2023 | TRIUMPH GROUP, INC. | |||||
| By: | /s/ Jennifer H. Allen | |||||
| Jennifer H. Allen | ||||||
| Chief Administrative Officer, Senior Vice President, General Counsel and Secretary | ||||||
Exhibit 5.1
[Letter head of Skadden, Arps, Slate, Meagher & Flom LLP]
June 13, 2023
Triumph Group, Inc.
555 E. Lancaster Avenue, Suite 400
Radnor, Pennsylvania 19087
Re: Triumph Group, Inc.
Resale Prospectus Supplement
Ladies and Gentlemen:
We have acted as special United States counsel to Triumph Group, Inc., a Delaware corporation (the “Company”), in connection with the prospectus supplement (the “Prospectus Supplement”) filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”) in connection with the registration statement on Form S-3 (the “Registration Statement”) filed on the date hereof by the Company with the Commission under the Securities Act. The Prospectus Supplement relates to the resale from time to time of up to 3,200,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company to be sold by the selling shareholder named therein (the “Selling Shareholder”). We have been advised that the Shares were issued to the Selling Shareholder pursuant to the Contribution Agreement, dated as of June 13, 2023 (the “Contribution Agreement”), by and between the Company and Newport Trust Company.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, we have examined and relied upon the following:
(a) the Registration Statement;
(b) the Prospectus, dated December 17, 2020 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), which forms a part of an is included in the Registration Statement;
(c) the Prospectus Supplement;
(d) an executed copy of the Contribution Agreement;
(e) an executed copy of a certificate of Jennifer H. Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(f) copies of the Company’s Amended and Restated Certificate of Incorporation in effect on December 11, 2019, December 17, 2020 and the date hereof, certified by the Secretary of State of the State of Delaware as of December 11, 2019, December 17, 2020 and June 7, 2023, and certified pursuant to the Secretary’s Certificate (the “Amended and Restated Certificate of Incorporation”);
(g) copies of the Company’s Amended and Restated By-laws, as amended and in effect as of December 11, 2019, December 17, 2020 and the date hereof and certified pursuant to the Secretary’s Certificate (the “Amended and Restated By-laws”); and
(h) copies of certain resolutions of the Board of Directors of the Company, adopted on December 2, 2019, December 16, 2020 and June 13, 2023, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Selling Shareholder and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Selling Shareholder and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary’s Certificate.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Shareholder and others and of public officials, including those in the Secretary’s Certificate and the factual representations and warranties set forth in the Contribution Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”). The Shares may be sold from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
The Shares being sold by the Selling Shareholder have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable.
In addition, in rendering the foregoing opinion we have assumed that (i) the Company received the consideration for the Shares set forth in the Contribution Agreement and the applicable board resolutions, (ii) the issuance of the Shares has been registered in the Company’s share registry and (iii) the issuance of the Shares did not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Amended and Certificate of Incorporation, the Amended and Restated By-laws or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended March 31, 2023).
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
MJZ