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TGI > SEC Filings for TGI > Form 8-K on 11-Jun-2012All Recent SEC Filings

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Form 8-K for TRIUMPH GROUP INC


11-Jun-2012

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On June 6, 2012, Triumph Group, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company, certain investment funds associated with The Carlyle Group, as selling stockholders (the "Selling Stockholders"), and Credit Suisse Securities (USA) LLC, as underwriter, pursuant to which the Selling Stockholders agreed to sell an aggregate of 4,666,116 shares of the Company's common stock, par value $0.001 per share (the "Offering").

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete copy of that agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A shelf registration statement (including a prospectus) relating to the offering of the common stock has previously been filed with the U.S. Securities and Exchange Commission and has become effective. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

On June 6, 2012, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto and incorporated by reference as Exhibit 99.1.

On June 7, 2012, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto and incorporated by reference as Exhibit 99.2.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description

1.1            Underwriting Agreement, dated June 6, 2012, by and among Triumph
               Group, Inc., Carlyle Partners III, L.P., CP III Coinvestment, L.P.,
               Carlyle Partners II, L.P., Carlyle SBC Partners II, L.P., State Board
               of Administration of Florida, Carlyle Investment Group, L.P., Carlyle
               International Partners II, L.P., Carlyle International Partners III,
               L.P., C/S International Partners, Carlyle-Contour Partners, L.P.,
               Carlyle-Contour International Partners, L.P., Carlyle-Aerostructures
               Partners, L.P., Carlyle-Aerostructures Partners II, L.P.,
               Carlyle-Aerostructures International Partners, L.P.,
               Carlyle-Aerostructures Management, L.P., CHYP Holdings, L.L.C. and
               Credit Suisse Securities (USA) LLC, as underwriter.

5.1            Opinion of Ballard Spahr LLP.

23.1           Consent of Ballard Spahr LLP (included in Exhibit 5.1).


Exhibit No.                                 Description
99.1           Press Release announcing the Offering, dated June 6, 2012.

99.2           Press Release announcing the commencement of the Offering, dated
               June 7, 2012.


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