WICHITA, Kan., May 22,
2018 /PRNewswire/ -- Spirit AeroSystems Holdings, Inc.
[NYSE: SPR] (the "Company") 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 5¼% Senior Notes due 2022 (CUSIP No. 85205TAF7)
(the "Notes"). The tender offer is being made upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated May 22, 2018, and a related Letter of Transmittal and
Notice of Guaranteed Delivery, which set forth the terms and
conditions of the tender offer in full detail. The tender offer is
open to all registered holders of the Notes. The purpose of the
tender offer is to retire debt associated with the Notes.
![Spirit AeroSystems logo. (PRNewsFoto/Spirit AeroSystems, Inc.) Spirit AeroSystems logo. (PRNewsFoto/Spirit AeroSystems, Inc.)](https://mma.prnewswire.com/media/333376/spirit_aerosystems__inc__logo.jpg)
Holders must validly tender their Notes or deliver to the
information agent a properly completed and duly executed Notice of
Guaranteed Delivery in accordance with the instructions described
in the Offer to Purchase at or prior to 5:00
p.m., New York City time,
on May 29, 2018 (such date and time, as they may be extended,
the "Expiration Time"). Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time will be eligible to
receive the purchase price of $1,028.50 per $1,000 principal amount of Notes tendered.
Tendering holders will also receive accrued and unpaid interest
from the last applicable interest payment date to, but not
including, the settlement date of the tender offer.
Tendered Notes can only be withdrawn before the Expiration Time
(the "Withdrawal Deadline"). Following the Withdrawal Deadline,
holders who have tendered their Notes may not withdraw such Notes
unless Spirit is required to extend withdrawal rights under
applicable law.
Spirit expressly reserves the right, in its sole discretion,
subject to applicable law, to terminate the tender offer at any
time prior to the Expiration Time. The tender offer is subject to
the satisfaction of various conditions set forth in the Offer to
Purchase, including the receipt by Spirit of proceeds from a
proposed debt financing on terms reasonably satisfactory to Spirit.
The tender offer is not contingent upon the tender of any minimum
principal amount of Notes. Spirit reserves the right to waive any
one or more of the conditions at any time.
BofA Merrill Lynch is acting as the sole dealer manager for the
tender offer. The depositary and information agent for the tender
offer is Global Bondholder Services Corporation. Questions
regarding the tender offer may be directed to BofA Merrill Lynch at
(888) 292-0070 (toll-free) or (980) 387-2113 (collect). Requests
for copies of the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery, may be directed to Global Bondholder
Services Corporation, telephone number (866) 470-4500 (toll free)
and (212) 430-3774 (for banks and brokers) or by visiting
http://gbsc-usa.com/Spirit [gbsc-usa.com].
The Offer to Purchase, the related Letter of Transmittal and the
related Notice of Guaranteed Delivery are expected to be
distributed to holders of Notes beginning today.
None of Spirit, its board of directors, the information agent or
the dealer manager makes any recommendation as to whether holders
of the Notes should tender or refrain from tendering the Notes.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell securities. The tender offer is
being made solely by means of the Offer to Purchase and the related
Letter of Transmittal. In any jurisdiction where the laws require a
tender offer to be made by a licensed broker or dealer, the tender
offer will be deemed to be made on behalf of Spirit by the dealer
manager, or one or more registered brokers or dealers under the
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 of 1933, as amended, 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 terms of the tender offer. 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, the Company 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 the Company 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 the Company'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, 2017, and its Quarterly Report on Form 10-Q
for the period ended March 29, 2018.
About Spirit AeroSystems, Inc.
Spirit AeroSystems designs and builds aerostructures for both
commercial and defense customers. With headquarters in Wichita, Kansas, Spirit operates sites in the
U.S., U.K., France and
Malaysia. The company's core
products include fuselages, pylons, nacelles and wing components
for the world's premier aircraft. Spirit AeroSystems focuses on
affordable, innovative composite and aluminum manufacturing
solutions to support customers around the globe. More information
is available at www.SpiritAero.com.
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SOURCE Spirit AeroSystems, Inc.