SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Triumph Group, Inc. |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
896818101 |
(CUSIP Number)
The Carlyle Group Attention: Jeffrey W. Ferguson 1001 Pennsylvania Avenue NW Suite 220 South Washington, DC 20004 (202) 347-2626
Copy to:
|
Daniel T. Lennon, Esq.
Latham & Watkins LLP
555 Eleventh Street NW
Suite 1000
Washington, DC 20004-1304
(202) 637-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 6, 2012 |
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NAMES OF REPORTING PERSONS
DBD Investors V Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
DBD Investors V, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TCG Holdings II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TC Group Investment Holdings, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TC Group III, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle Partners III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
CP III Coinvestment, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TCG Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group II, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
Carlyle Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle International Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
State Board of Administration of Florida | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
CHYP Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
C/S International Partners | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures International Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Contour Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle SBC Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle International Partners III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Contour International Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle Investment Group, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
Explanatory Note
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on June 8, 2009 (as amended, the Statement), as follows. All share amounts presented reflect a 2-for-1 stock split conducted by Triumph on July 14, 2011.
ITEM 4. | Purpose of Transaction |
Item 4 of the Statement is amended by inserting the following information:
On June 6, 2012, the Reporting Persons sold 4,666,116 Shares to Credit Suisse Securities (USA) LLC (the Underwriter) at a price of $58.82 per Share, in a registered offering (the Secondary Offering) pursuant to an Underwriting Agreement, dated as of June 6, 2012 (the Underwriting Agreement), by and among the Issuer, the Selling Stockholders (as defined in the Underwriting Agreement), and the Underwriter.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 8 hereto and is incorporated herein by reference.
Except as described in this Item 4 and Item 6 of this Schedule 13D which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.
ITEM 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is amended and restated in its entirety by inserting the following information:
(a) (b)
The following table sets forth the aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
Reporting Person | Amount beneficially owned |
Percent of class |
Sole vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
DBD Investors V Holdings, L.L.C |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
DBD Investors V, L.L.C |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TCG Holdings II, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group Investment Holdings, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group III, L.L.C. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group III, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Partners III, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CP III Coinvestment, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TCG Holdings, L.L.C. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group, L.L.C. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group II, L.L.C. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Partners II, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle International Partners II, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
State Board of Administration of Florida |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Aerostructures Partners, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CHYP Holdings, L.L.C. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Aerostructures Partners II, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
C/S International Partners |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Aerostructures International Partners, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Contour Partners, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle SBC Partners II, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle International Partners III, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Aerostructures Management, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Contour International Partners, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Investment Group, L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 |
Carlyle Partners III, L.P. and CP III Coinvestment, L.P. were the record owners of 3,115,925 Shares and 95,399 Shares, respectively. Investment discretion and control over the Shares formerly held by each of these funds was exercised by Carlyle Holdings II GP L.L.C. through its indirect subsidiary, TC Group III, L.P., which is the general partner of each of these funds. Carlyle Holdings II GP L.L.C. is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Investment Holdings, L.P., which is the general partner of TC Group Investment Holdings Sub L.P., which is the managing member of TC Group III, L.L.C., which is the general partner of TC Group III, L.P.
Carlyle Partners II, L.P., Carlyle International Partners II, L.P., C/S International Partners, Carlyle SBC Partners II, L.P. and Carlyle International Partners III, L.P. were the record owners of 407,555 Shares, 343,260 Shares, 77,397 Shares, 18,575 Shares, and 18,461 Shares, respectively. Investment discretion and control over the Shares formerly held by each of these funds was exercised by Carlyle Holdings I GP Inc. through its indirect subsidiary, TC
Group II, L.L.C., which is the general partner of each of these funds. Carlyle Holdings I GP Inc. is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group II, L.L.C.
CHYP Holdings, L.L.C. was the record holder of 115,699 Shares. Investment discretion and control over the Shares formerly held by the fund was exercised by Carlyle Holdings I GP Inc. through its indirect subsidiary, Carlyle High Yield Partners, L.P., which is the managing member of CHYP Holdings, L.L.C. Carlyle Holdings I GP Inc. is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the general partner of TCG High Yield Holdings, L.L.C., which is the managing member of TCG High Yield, L.L.C., which is the general partner of Carlyle High Yield Partners, L.P.
Carlyle-Aerostructures Partners, L.P., Carlyle-Aerostructures Partners II, L.P., Carlyle-Aerostructures International Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle Aerostructures Management, L.P., Carlyle-Contour International Partners, L.P., and Carlyle Investment Group, L.P. were the record owners of 127,259 Shares, 97,478 Shares, 50,521 Shares, 22,120 Shares, 12,637 Shares, 5,091 Shares and 395 Shares, respectively. Investment discretion and control over the Shares formerly held by each of these funds was exercised by Carlyle Holdings I GP Inc. through its indirect subsidiary, TC Group Sub L.P., which is the general partner of each of these funds. Carlyle Holdings I GP Inc. is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P.
The State Board of Administration of Florida was the record holder of 158,344 Shares. Carlyle Investment Management L.L.C. is the investment manager for the State Board of Administration of Florida.
The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc. and the managing member of Carlyle Holdings II GP L.L.C. Carlyle Group Management L.L.C. is the General Partner of The Carlyle Group L.P. Carlyle Group Management L.L.C. is managed by its board of directors, consisting of William E. Conway, Jr., Daniel A. D'Aniello, David M. Rubenstein, Jay S. Fishman, Lawton W. Fitt, James H. Hance, Jr., Janet Hill, Edward J. Matthias, Dr. Thomas S. Robertson and William J. Shaw. The members of the board of directors of Carlyle Group Management L.L.C. may be deemed to share beneficial ownership of the Shares beneficially owned by Carlyle Holdings I GP Inc. and Carlyle Holdings II GP L.L.C. These individuals disclaim any such beneficial ownership.
(e)
Following an internal reorganization on May 2, 2012, TCG Holdings II, L.P. is no longer the general partner of TC Group Investment Holdings, L.P. Accordingly, TCG Holdings II, L.P., its general partner, DBD Investors V, L.L.C., and the general partner of its general partner, DBD Investors V Holdings, L.L.C., may no longer be deemed to beneficially own any Shares. Also as a result of the May 2, 2012 internal reorganization, TCG Holdings, L.L.C. is no longer the managing member of TC Group, L.L.C. Accordingly, TCG Holdings, L.L.C. may no longer be deemed to beneficially own any Shares.
On June 12, 2012, following the transactions reported herein, the Reporting Persons no longer beneficially own any Shares.
ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Statement is amended by inserting the following information:
The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.
ITEM 7. | Materials to be Filed as Exhibits |
Exhibit Number |
Description | |
7 | Joint Filing Agreement, dated June 13, 2012, by and among the Reporting Persons | |
8 | Underwriting Agreement, dated as of June 6, 2012, by and among Triumph Group, Inc., the Selling Stockholders (as defined in the Underwriting Agreement) and Credit Suisse Securities (USA) LLC with respect to the sale by the Selling Stockholders, and the purchase by the Underwriter of 4,666,116 Shares (incorporated by reference to Exhibit 1.1 to the Current Report filed by Triumph Group, Inc. on Form 8-K on June 11, 2012.) | |
9 | Power of Attorney, dated May 8, 2012 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 13, 2012
DBD Investors V Holdings, L.L.C. | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
DBD Investors V, L.L.C. | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TCG Holdings II, L.P. | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TC Group Investment Holdings, L.P. | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
TC Group III, L.L.C. | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group III, L.P. | ||
By: TC Group III, L.L.C., its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners III, L.P. | ||
By: TC Group III, L.P., its general partner | ||
By: TC Group III, L.L.C., its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
TCG Holdings, L.L.C. | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TC Group, L.L.C. | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group II, L.L.C. | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle International Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
State Board of Administration of Florida | ||
Separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management L.L.C. | ||
By: Carlyle Investment Management L.L.C., as investment manager | ||
By: | /s/ Jeffrey W. Ferguson | |
Name: | Jeffrey W. Ferguson | |
Title: | Authorized Person | |
Carlyle-Aerostructures Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle-Aerostructures Partners II, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CP III Coinvestment, L.P. | ||
By: TC Group III, L.P., as its general partner | ||
By: TC Group III, L.L.C., as its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
C/S International Partners | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle-Aerostructures International Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle-Contour Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle SBC Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle International Partners III, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Aerostructures Management, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle-Contour International Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle Investment Group, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CHYP Holdings, L.L.C. | ||
By: Carlyle High Yield Partners, L.P., its sole member | ||
By: TCG High Yield, L.L.C., its general partner | ||
By: TCG High Yield Holdings, L.L.C., its sole member | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Exhibit 7
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the common stock beneficially owned by each of them, of Triumph Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.
[Remainder of this page has been left intentionally blank.]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of June, 2012.
DBD Investors V Holdings, L.L.C. | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
DBD Investors V, L.L.C. | ||
By: DBD Investors V Holdings , L.L.C., as its managing member | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TCG Holdings II, L.P. | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings , L.L.C., as its managing member | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TC Group Investment Holdings, L.P. | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
TC Group III, L.L.C. | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group III, L.P. | ||
By: TC Group III, L.L.C., its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners III, L.P. | ||
By: TC Group III, L.P., its general partner | ||
By: TC Group III, L.L.C., its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
TCG Holdings, L.L.C. | ||
By: | /s/ Jeremy W. Anderson, attorney-in-fact | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TC Group, L.L.C. | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group II, L.L.C. | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle International Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
State Board of Administration of Florida | ||
Separate account maintained pursuant to an Investment Management Agreement dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management L.L.C. | ||
By: Carlyle Investment Management L.L.C., as investment manager | ||
By: | /s/ Jeffrey W. Ferguson | |
Name: | Jeffrey W. Ferguson | |
Title: | Authorized Person | |
Carlyle-Aerostructures Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle-Aerostructures Partners II, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CP III Coinvestment, L.P. | ||
By: TC Group III, L.P., as its general partner | ||
By: TC Group III, L.L.C., as its general partner | ||
By: TC Group Investment Holdings Sub L.P., its managing member | ||
By: TC Group Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: Carlyle Holdings II GP L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
C/S International Partners | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle-Aerostructures International Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle-Contour Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle SBC Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle International Partners III, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group Sub L.P., its managing member | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Aerostructures Management, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle-Contour International Partners, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Carlyle Investment Group, L.P. | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CHYP Holdings, L.L.C. | ||
By: Carlyle High Yield Partners, L.P., its sole member | ||
By: TCG High Yield, L.L.C., its general partner | ||
By: TCG High Yield Holdings, L.L.C., its sole member | ||
By: TC Group Sub L.P., its general partner | ||
By: TC Group, L.L.C., its general partner | ||
By: Carlyle Holdings I L.P., its managing member | ||
By: Carlyle Holdings I GP Sub L.L.C., its general partner | ||
By: Carlyle Holdings I GP Inc., its managing member | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
Exhibit 9
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz, Victoria Jong, Erica Herberg or any of them signing singly, and with full power of substitution, the undersigneds true and lawful attorney-in-fact to:
(1) prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (Form D) required to be filed in accordance with Rule 503 (Rule 503) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the 1933 Act) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the 1934 Act) or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of each Carlyle Company, in the undersigneds capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or
officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.
For purposes hereof, the Carlyle Companies shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May, 2012.
/s/ Daniel A. DAniello | ||
Name: | Daniel A. DAniello | |
Title: | Chairman |