WICHITA, Kan., March 4, 2014 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. (NYSE: SPR) announced today that Spirit
AeroSystems, Inc. ("Spirit"), its wholly-owned subsidiary, has
commenced an offer to purchase for cash any and all of the
$300 million outstanding principal
amount of its 7 1/2% Senior Notes due 2017 (CUSIP No. 85205TAB6)
(the "Notes"). In conjunction with the tender offer, Spirit is
soliciting consents to effect certain proposed amendments to the
indenture governing the Notes. The offer and consent solicitation
are being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated March 4,
2014, and a related Consent and Letter of Transmittal, which
set forth the terms and conditions of the offer and the consent
solicitation in full detail.
![Spirit AeroSystems logo. Spirit AeroSystems logo.](http://photos.prnewswire.com/prnvar/20130515/CG13652LOGO)
The total consideration to be paid for each $1,000 principal amount of the Notes tendered,
and not validly withdrawn, will be $1,041.25. The total consideration for the Notes
includes a consent payment of $30.00
per $1,000 principal amount, which is
payable only to holders who tender their Notes and validly deliver
their consents prior to 5:00 p.m.,
New York City time, on
March 17, 2014, unless terminated or
extended (the "Consent Date"). Holders who tender their Notes after
the Consent Date but prior to 11:59
p.m., New York City time,
on March 31, 2014, unless terminated
or extended (the "Expiration Date") will receive the tender offer
consideration, which is the total consideration minus the consent
payment. Tendering holders will also receive accrued and unpaid
interest from the last applicable interest payment date to, but not
including, the applicable payment date.
Concurrently with the tender offer, Spirit is soliciting from
holders consents to the proposed amendments to the indenture
governing the Notes to eliminate most of the covenants and certain
default provisions applicable to the Notes. Adoption of the
proposed amendments to the indenture requires the consent of the
holders of at least a majority in aggregate principal amount of the
Notes outstanding.
Holders who tender their Notes are deemed to consent to the
proposed amendments and holders may not deliver their consents
without tendering their Notes in the tender offer. Tendered Notes
can only be withdrawn, and related consents revoked, before
5:00 p.m., New York City time, on March 17, 2014.
The tender offer and consent solicitation are subject to the
satisfaction of certain conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, including (i) the
receipt of tendered Notes from a majority in aggregate principal
amount of Notes outstanding; (ii) the receipt of funds from a
refinancing transaction on terms and conditions acceptable to
Spirit; and (iii) the execution of the supplemental indenture
relating to the consent solicitation.
BofA Merrill Lynch is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation. The
depositary and information agent for the tender offer is Global
Bondholder Services Corporation. Questions regarding the tender
offer and consent solicitation may be directed to Bank of America
Merrill Lynch, (888) 292-0070 (toll-free) or (980) 387-3907
(collect). Requests for copies of the Offer to Purchase and
Consent Solicitation Statement and related documents may be
directed to Global Bondholder Services Corporation, telephone
number (866) 470-4200 (toll free) and (212) 430-3774 (for banks and
brokers).
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. This press release also is not a solicitation of
consents to the proposed amendments to the indenture and the Notes.
The tender offer and consent solicitation are being made solely by
means of the tender offer and consent solicitation documents,
including the Offer to Purchase and Consent Solicitation Statement
that Spirit is distributing to holders of Notes. The tender offer
and consent solicitation are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
"Safe Harbor" Statement Under the Private Securities
Litigation Reform Act of 1995: This press release contains
forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements
include, but are not limited to, statements related to the offering
of the Notes and the anticipated use of proceeds therefrom. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors discussed in the Company's filings
with the Securities and Exchange Commission (the "SEC"). Any
forward-looking statements speak only as of the date of this press
release and, except to the extent required by applicable securities
laws, Spirit AeroSystems, Inc. expressly disclaims any obligation
to update or revise any of them to reflect actual results, any
changes in expectations or any change in events. If Spirit
AeroSystems, Inc. does update one or more forward-looking
statements, no inference should be drawn that it will make
additional updates with respect to those or other forward-looking
statements. For additional information concerning risks,
uncertainties and other factors that may cause actual results to
differ from those anticipated in the forward-looking statements,
and risks to Spirit AeroSystems, Inc.'s business in general, please
refer to the Company's SEC filings, including its Annual Report on
Form 10-K for the fiscal year ended December 31, 2013.
On the web: http://www.spiritaero.com
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SOURCE Spirit AeroSystems Holdings, Inc.