Triumph Group Inc. announced the signing of a definitive agreement to purchase Vought Aircraft Industries Inc. from The Carlyle Group for cash and stock consideration of $1.44 billion including the retirement of Vought debt, creating a company with industry-leading breadth of product and capabilities. The purchase consideration to Vought shareholders includes approximately 7.5 million shares and $525 million of cash. Post-closing, Carlyle will own approximately 31 percent of the outstanding stock of Triumph and will be subject to certain lock up provisions. The transaction is subject to customary closing conditions including regulatory approvals and approval of Triumph shareholders and is expected to be completed in July, 2010. The acquired business will operate as Triumph Aerostructures – Vought Aircraft Division LLC. On a full-year run-rate basis, earnings accretion is expected to be in excess of $1.00 per diluted share, reflecting initial estimates of purchase accounting adjustments and excluding synergies resulting from the acquisition and transaction-related expenses.
Pro forma for the acquisition, Triumph will have approximately $3.1 billion of revenue and Pro forma Adjusted EBITDA of approximately $446 million, for the twelve months ended December 31, 2009. Pro forma total debt to Pro forma Adjusted EBITDA as of the twelve months ended December 31, 2009, will be approximately 3.2x. Triumph expects to fund the transaction with a combination of current and new credit facilities and has obtained certain financing commitments that are subject to customary conditions.
Vought, based in Dallas, is a leading global manufacturer of aerostructures for commercial, military and business jet aircraft with sales of $1.9 billion in 2009. Products include fuselages, wings, empennages, nacelles and helicopter cabins. Vought's customer base is comprised of the leading global aerospace original equipment manufacturers and over 80 percent of their revenue is from sole source, long-term contracts. Major platforms include the Boeing 747-8, Boeing 767, Boeing 777, Airbus A330/340, Boeing C-17, Boeing V-22, Northrop Grumman Global Hawk and Gulfstream G450 and G550.
Richard C. Ill, Triumph's chairman and chief executive officer, said, "This is an important acquisition for Triumph as it will dramatically advance our technical capabilities and significantly enhance our ability to offer aerostructure systems solutions to our customers. The integration of Vought with Triumph will create a leading Tier One Capable supplier with strong positions in commercial and military platforms. The combination of Vought with Triumph will enhance Triumph's products and system offerings to the benefit of our customers, suppliers, employees and investors."
Elmer L. Doty, Vought's president and chief executive officer, added, "This combination with Triumph is an exciting development for the employees of Vought. The resulting publicly-traded company will possess the scale and resources to confidently address the opportunities and challenges of today's aerospace market."
Triumph Group Inc., headquartered in Wayne, Pa., designs, engineers, manufactures, repairs and overhauls aircraft components and accessories. The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.