WICHITA, Kan., March 17, 2014 /PRNewswire/ -- Spirit AeroSystems
Holdings, Inc. (NYSE: SPR) announced today the interim results of
the previously announced tender offer and consent solicitation by
its wholly-owned subsidiary Spirit AeroSystems, Inc. (the
"Company"), for its 7 ½% Senior Notes due 2017 (the "Notes"). As of
5:00 pm, New York City time, on March 17, 2014 (the "Consent Date"), $227,160,000 aggregate principal amount of the
Notes had been tendered and the related consents delivered.
Pursuant to the terms of the tender offer, the Company will
accept for payment all Notes validly tendered (and not validly
withdrawn) prior to the Consent Date, and holders who tendered such
Notes will receive $1,041.25 per
$1,000 in principal amount of Notes
validly tendered, plus accrued and unpaid interest up to, but not
including, the payment date for such Notes, which is expected to be
tomorrow, March 18, 2014.
The tender offer will expire at 11:59
p.m., New York City time,
on March 31, 2014, unless extended
(such date and time, as the same may be extended, the "Expiration
Date"). Holders who validly tender their Notes after the Consent
Date and before the Expiration Date will be eligible to receive
$1,011.25 per $1,000 principal amount of Notes, plus accrued
and unpaid interest up to, but not including, the final settlement
date, which is expected to be the next business day after the
Expiration Date.
Based on the consents received, the Company and the trustee
under the indenture governing the Notes will enter into a
supplemental indenture that would amend the indenture governing the
Notes to eliminate most of the covenants and certain default
provisions applicable to the Notes. The supplemental
indenture, which will become operative once Notes tendered prior to
the consent expiration have been accepted for payment, will be
binding on the holders of Notes not purchased in the tender
offer.
Tendered Notes may no longer be withdrawn and the related
consents may no longer be revoked. Any extension, delay,
termination or amendment of the tender offer will be followed as
promptly as practicable by a public announcement thereof.
The complete terms and conditions of the tender offer and
consent solicitation are described in the Offer to Purchase and
Consent Solicitation Statement, dated March
4, 2014, copies of which may be obtained from Global
Bondholder Services Corporation, the depositary and information
agent for the tender offer and consent solicitation, at (866)
470-4200 (US toll-free) or, for banks and brokers, (212)
430-3774.
BofA Merrill Lynch is acting as dealer manager and solicitation
agent for the tender offer and the consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to BofA Merrill Lynch, (888) 292-0070 (toll-free) or
(980) 387-3907 (collect).
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.