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RADNOR, PA – Triumph Group, Inc. (NYSE:TGI), an aerospace components manufacturer trading near its 52-week high of $25.41, announced today an amendment to its Tax Benefits Preservation Plan, originally dated March 11, 2022. According to InvestingPro data, the company has demonstrated remarkable momentum with an 87.82% return over the past six months, though technical indicators suggest the stock may be in overbought territory. The amendment, effective today, is designed to protect the company’s net operating loss carry-forwards and other tax attributes for U.S. federal income tax purposes. With a current market capitalization of $1.96 billion and a healthy current ratio of 2.5, InvestingPro analysis indicates the company maintains strong liquidity, with liquid assets exceeding short-term obligations.
The amendment increases the purchase price for each one-thousandth of a share of the company’s Series B Junior Participating Preferred Stock from $105.00 to $125.00. It also extends the plan’s expiration date from today to March 13, 2028, with a condition that if shareholder approval is not obtained by March 13, 2026, the plan will terminate.
Additionally, the plan will now automatically expire upon the earlier effectiveness of the previously announced merger with Titan BW Acquisition Holdco Inc. and its wholly owned subsidiary, Titan BW Acquisition Merger Sub Inc. This amendment comes ahead of the planned merger, for which Triumph Group has exempted the acquirers from being considered "Acquiring Persons" under the plan, contingent upon completion of the merger.
The amended plan is not a response to any attempt to acquire control of Triumph Group. Instead, it aims to maintain the value of the company’s tax benefits for shareholders. The company’s address for notices or demands under the plan has also been updated.
This strategic move comes after the company’s agreement on February 2, 2025, to be acquired by Titan BW Acquisition Holdco Inc. The board’s exemption and the plan’s termination are both conditional on the merger’s completion. InvestingPro subscribers have access to 14 additional exclusive insights about Triumph Group, including detailed merger analysis and comprehensive financial health scores, available in the Pro Research Report.
The full text of the amendment is attached as Exhibit 4.1 to the 8-K filing with the Securities and Exchange Commission. Triumph Group’s actions reflect its ongoing efforts to safeguard shareholder value during the merger process and beyond. This information is based on a press release statement.
In other recent news, Triumph Group has taken significant steps toward its merger with Titan BW Acquisition Holdco Inc. with the expiration of the Hart-Scott-Rodino Antitrust Improvements Act waiting period. This marks a crucial milestone in the merger process, which still requires shareholder and additional regulatory approvals to be finalized. Meanwhile, Triumph Group’s fiscal third-quarter earnings report revealed an EBITDA of $56 million, surpassing analyst expectations of $52 million. The company’s sales increased by 11% year-over-year to $316 million, exceeding projections by 3% and consensus estimates by 8%.
Following the acquisition announcement by Warburg Pincus and Berkshire Partners, several analysts adjusted their ratings and price targets for Triumph Group. Wolfe Research downgraded the stock from ’Outperform’ to ’Peer Perform,’ citing the acquisition as a factor. Truist Securities raised its price target to $26, aligning with the acquisition offer, while maintaining a Hold rating. Similarly, Baird downgraded the stock to Neutral but also increased the price target to $26.
The acquisition, valued at $3 billion, is expected to be completed in the second half of 2025, pending regulatory and shareholder approvals. The proposed all-cash deal includes the assumption of Triumph Group’s debt, and the offer price represents a significant premium over recent trading prices. Investors are closely monitoring these developments and their potential impact on Triumph Group’s future operations.
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