Current Report Filing (8-k)
15 November 2021 - 10:43PM
Edgar (US Regulatory)
0001364885
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2021-11-15
2021-11-15
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): November 15, 2021
Spirit
AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-33160
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20-2436320
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3801 South Oliver, Wichita, Kansas 67210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (316) 526-9000
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Not Applicable
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class
A Common Stock, par value $0.01 per share
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SPR
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New
York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
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Entry
into a Material Definitive Agreement.
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Credit Agreement Amendment
On November 15, 2021, Spirit AeroSystems
Holdings, Inc. (the “Company”), Spirit AeroSystems, Inc., the Company’s direct wholly-owned subsidiary (“Spirit”),
and Spirit AeroSystems North Carolina, Inc., a wholly-owned subsidiary of the Company, entered into a first refinancing, incremental
assumption and amendment agreement (the “November 2021 Amendment”) to the term loan credit agreement, among Spirit,
the Company, as parent guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent
(the “Existing Credit Agreement” and, as amended by the November 2021 Amendment, the “Credit Agreement”).
The Company previously announced in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 7,
2021that it had completed the syndication of the November 2021 Amendment on October 1, 2021.
Pursuant to the Existing Credit Agreement,
certain lenders provided a term loan B facility in an initial aggregate principal amount of $400,000,000. The November 2021 Amendment
provides for, among other things, (i) the refinancing of the $397,000,000 aggregate principal amount of term loans outstanding under
the Existing Credit Agreement immediately prior to the effectiveness of the November 2021 Amendment (the “Existing Term Loans”)
with term loans in an equal principal amount with a lower interest rate (the “Repriced Term Loans”) and (ii) an incremental
term loan facility of $203,000,000 in aggregate principal amount with the same terms as the Repriced Term Loans (the "Incremental
Term Loans" and, together with the Repriced Term Loans, the “Term Loans”). The proceeds of the Term Loans will be used
to refinance the Existing Term Loans, to fund payments to the government of the United Kingdom and/or for general corporate purposes,
including the repayment or redemption of debt.
The Term Loans will mature on January 15,
2025. Following the effectiveness of the November 2021 Amendment, the Term Loans will bear interest at a rate, at Spirit’s
option, ranging between LIBOR plus 3.50% and LIBOR plus 3.75% (or between base rate plus 2.50% and base rate plus 2.75%, as applicable)
based on Spirit’s first lien secured gross leverage ratio.
The description of the November 2021
Amendment in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the
full text of the November 2021 Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The information set forth in Item 1.01 above
is incorporated by reference into this Item 2.03.
Item 9.01
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Financial Statements
and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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10.1
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First
Refinancing, Incremental Assumption and Amendment Agreement, dated as of November 15, 2021, among Spirit AeroSystems, Inc.,
as borrower, Spirit AeroSystems Holdings, Inc. and Spirit AeroSystems North Carolina, Inc., each as a guarantor, the lenders
party thereto, and Bank of America, N.A., as administrative agent.
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104
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Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
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Date: November 15, 2021
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By:
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/s/
Mark J. Suchinski
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Name: Mark J. Suchinski
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Title: Senior Vice President and Chief Financial
Officer
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