Warburg Pincus LLC and Berkshire Partners LLC entered into a definitive agreement to acquire Triumph Group, Inc. (NYSE:TGI) for $2.1 billion on February 2, 2025. Under the terms of the agreement, Triumph shareholders will receive $26.00 per share in cash. Upon completion of the transaction, Triumph Group will become a privately held Company, jointly controlled by Warburg Pincus and Berkshire Partners.
Upon completion of the transaction, Triumph will no longer be traded on the New York Stock Exchange. In case of termination, Triumph Group will be required to pay Warburg Pincus and Berkshire Partners a termination fee of $80 million. The merger agreement also contains reverse termination fee where Warburg Pincus and Berkshire Partners will be required to pay a fee of $135 million.
The transaction is subject to customary closing conditions, including approval by Triumph shareholders and the receipt of approvals, or the expiration or termination of waiting periods (and any extension thereof), under certain regulatory laws or from certain regulatory authorities (including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory processes under applicable foreign direct investment and competition laws). The transaction is not contingent upon financing. Triumph's Board of Directors unanimously approved the definitive agreement.
The board of directors of Warburg Pincus LLC and Berkshire Partners LLC also approved the agreement. The transaction is expected to close in the second half of calendar year 2025. Goldman Sachs & Co.
LLC is serving as exclusive financial advisor as well as fairness opinion provider and Marie L. Gibson of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Triumph. Lazard is serving as financial advisor and Jai Agrawal, Marshall P. Shaffer, Adam Shapiro, Omar Raddawi, Michael Krasnovsky, Karsten Busby, David M. Grenker, Vivek Ratnam and Daniel Yip of Kirkland & Ellis LLP and Covington & Burling LLP are acting as legal counsel to Berkshire Partners and Warburg Pincus.