UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | ||||||