WICHITA,
Kan., March 4, 2014 /CNW/ - 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.
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amount of the Notes tendered, and not validly withdrawn, will be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can only be withdrawn, and related consents revoked, before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.