Triumph to be acquired by affiliates of Warburg Pincus and Berkshire Partners in an all-cash transaction valued at approximately $3 billion

Triumph Group, Inc. today announced that it has entered into a definitive agreement under which affiliates of growth-focused private equity firms Warburg Pincus and Berkshire Partners will acquire Triumph through a newly formed entity for a total enterprise value of approximately $3 billion. Upon completion of the transaction, Triumph will become a privately held Company, jointly controlled by Warburg Pincus and Berkshire Partners.

Under the terms of the agreement, Triumph shareholders will receive $26.00 per share in cash. The purchase price represents a premium of approximately 123% over the Company's unaffected closing stock price1 and a premium of approximately 58% over the volume weighted average price (VWAP) of Triumph common stock for the 90 days prior to January 31, 2025.

"We are pleased to have reached this agreement, which reflects the culmination of the Board's robust process and will deliver immediate, certain and premium cash value to our shareholders," said Dan Crowley, Triumph's chairman, president and chief executive officer. "Over the last few years, Triumph successfully optimized our portfolio, built around a world class team and capabilities. This transaction recognizes our Company's position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. As a privately held company in partnership with Berkshire Partners and Warburg Pincus, Triumph will have an enhanced ability to meet our customers' evolving needs and provide more opportunities for our valued employees."

"Triumph has a strong reputation as a leader in highly engineered aerospace components and systems, and we are excited about partnering with them in this next chapter of growth," said Dan Zamlong, Managing Director at Warburg Pincus. "With our deep experience investing in and developing aerospace platforms, we look forward to working with Triumph's talented global team to increase opportunities for its portfolio and capture the growing demand for high quality aerospace components."

"Triumph plays a critical role in the aerospace and defense industry and is known for providing high quality products on key platforms. Berkshire has a long history of partnering with market-leading aerospace companies, and we look forward to helping accelerate the next phase of Triumph's growth," added Blake Gottesman, Managing Director at Berkshire Partners.

Timing and Approvals

The transaction is expected to close in the second half of calendar year 2025 and is subject to customary closing conditions, including approval by Triumph shareholders and receipt of required regulatory approvals. Triumph's Board of Directors unanimously approved the definitive agreement. The transaction is not contingent upon financing. Upon completion of the transaction, Triumph will no longer be traded on the New York Stock Exchange.

Third Quarter Fiscal 2025 Earnings

In connection with its pending transaction, Triumph will release its third quarter fiscal 2025 earnings and file its Form 10-Q by February 10, 2025, as planned, and is cancelling its previously scheduled earnings conference call and webcast.

Advisors

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Triumph. Lazard is serving as financial advisor and Kirkland & Ellis LLP and Covington & Burling LLP are acting as legal counsel to Berkshire Partners and Warburg Pincus.