Triumph Group announced the signing of a definitive agreement to purchase Vought Aircraft Industries 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% 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.
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, Texas, 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% 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.
