Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the “Company”) is
announcing today that Spirit AeroSystems, Inc. (“Spirit”), a wholly
owned subsidiary of the Company, has commenced an offer (the
“Tender Offer”) to purchase for cash any and all of the $500
million outstanding principal amount of its 5.500% Senior Secured
First Lien Notes due 2025 (CUSIP No. 85205TAM2) (the “2025 First
Lien Notes”) and to solicit consents to amend certain provisions of
the indenture relating to the 2025 First Lien Notes to eliminate
certain restrictive covenants and certain events of default and to
release all of the collateral (the “Consent Solicitation”), in each
case upon the terms and conditions described in Spirit’s Offer to
Purchase and Solicitation of Consents, dated November 7, 2022 (the
“Offer to Purchase and Solicitation of Consents”).
The following table sets forth certain terms of the Tender
Offer:
Series of Notes
CUSIP Number
Aggregate Principal
Amount Outstanding
Tender
Consideration(1)
Early Tender
Premium(1)
Total Consideration
(1)(2)
5.500% Senior Secured First Lien
Notes due 2025
85205T AM2
(144A) U84591 AE3
(Reg S)
$500,000,000
$970.00
$30.00
$1,000.00
(1) Does not include accrued but unpaid
interest, which will also be payable as provided in the Offer to
Purchase.
(2) Includes the Early Tender Premium (as
defined below).
The Tender Offer and Consent Solicitation will expire at 11:59
p.m., New York City time, on December 6, 2022, unless extended or
terminated by Spirit (the “Expiration Date”). No tenders submitted
after the Expiration Date will be valid. Subject to the terms and
conditions of the Tender Offer and Consent Solicitation, the
consideration for each $1,000 principal amount of 2025 First Lien
Notes validly tendered and accepted for purchase pursuant to the
Tender Offer and Consent Solicitation will be the tender
consideration set forth in the above table (the “Tender
Consideration”). Holders of 2025 First Lien Notes that are validly
tendered at or prior to 5:00 p.m., New York City time, on November
21, 2022 (subject to extension, the “Early Tender Deadline”) and
accepted for purchase pursuant to the Tender Offer and Consent
Solicitation will receive the Tender Consideration and the early
tender premium as set forth in the table above (the “Early Tender
Premium” and, together with the Tender Consideration, the “Total
Consideration”). Holders of 2025 First Lien Notes tendering their
2025 First Lien Notes after the Early Tender Deadline will receive
the Tender Consideration but will not be eligible to receive the
Early Tender Premium. All holders of 2025 First Lien Notes validly
tendered and accepted for purchase pursuant to the Tender Offer and
Consent Solicitation will also receive accrued and unpaid interest
on such 2025 First Lien Notes from the last interest payment date
with respect to those 2025 First Lien Notes to, but not including,
the Early Settlement Date or Final Settlement Date, as
applicable.
2025 First Lien Notes that have been tendered may be withdrawn
from the Tender Offer prior to 5:00 p.m., New York City time, on
November 21, 2022 (subject to extension, the “Withdrawal
Deadline”). Holders of 2025 First Lien Notes tendered after the
Withdrawal Deadline cannot withdraw their 2025 First Lien Notes or
revoke their consents under the Consent Solicitation unless Spirit
is required to extend withdrawal rights under applicable law.
Spirit will purchase any Notes that have been validly tendered
at or prior to the Early Tender Deadline and accepted in the Tender
Offer and Consent Solicitation promptly following the Early Tender
Deadline (such date, the “Early Settlement Date”). The Early
Settlement Date is expected to occur on the second business day
following the Early Tender Deadline. Settlement for 2025 First Lien
Notes validly tendered after the Early Tender Deadline, but at or
prior to the Expiration Date and accepted for purchase in the
Tender Offer and Consent Solicitation, will be promptly following
the Expiration Date (such date, the “Final Settlement Date”). The
Final Settlement Date is expected to occur on the second business
day following the Expiration Date.
As part of the Tender Offer, Spirit is also soliciting consents
(the “Consent Solicitation”) from the holders of the 2025 First
Lien Notes for certain proposed amendments (the “Proposed
Amendments”) described in the Offer to Purchase and Solicitation of
Consents that would, among other things, eliminate certain
restrictive covenants and certain events of default and to release
all of the collateral under the indenture governing the 2025 First
Lien Notes. Adoption of the Proposed Amendments requires the
requisite consent as described in the Offer to Purchase and
Solicitation of Consents (the “Requisite Consent”).
Each holder tendering 2025 First Lien Notes pursuant to the
Tender Offer must also deliver a consent to the Proposed Amendments
pursuant to the related Consent Solicitation and will be deemed to
have delivered their consent by virtue of such tender. Holders may
not deliver consents without also tendering their corresponding
2025 First Lien Notes. The Proposed Amendments will not become
operative until (i) 2025 First Lien Notes satisfying the Requisite
Consent have been validly tendered and (ii) the relevant
consideration has been paid. If the Proposed Amendments become
operative, holders that do not tender their 2025 First Lien Notes
prior to the Expiration Date, or at all, will be bound by the
Proposed Amendments, meaning that the remaining outstanding 2025
First Lien Notes will no longer have the benefit of certain
restrictive covenants and certain events of default or security
contained in the indenture governing the 2025 First Lien Notes. In
addition, such holders will not receive either the Tender
Consideration or the Early Tender Premium.
The Tender Offer is not conditioned on the tender of any minimum
principal amount of 2025 First Lien Notes or obtaining any
Requisite Consent. However, the Tender Offer and Consent
Solicitation are subject to, and conditioned upon, the satisfaction
or waiver of certain conditions described in the Offer to Purchase
and Solicitation of Consents, including a condition that the Spirit
raises $800 million in gross proceeds from the issuance of new
senior secured debt securities. Spirit intends to fund the purchase
of the 2025 First Lien Notes pursuant to the Tender Offer and
Consent Solicitation with the net proceeds from such debt
financing.
Morgan Stanley & Co. LLC is acting as the sole Dealer
Manager and Solicitation Agent for the Tender Offer and Consent
Solicitation. Global Bondholder Services Corporation has been
retained to serve as the Tender and Information Agent for the
Tender Offer and Consent Solicitation. Questions regarding the
Tender Offer and Consent Solicitation may be directed to Morgan
Stanley & Co. LLC at: (800) 624-1808 (toll-free) or (212)
761-1057 (collect). Requests for the Offer to Purchase and
Solicitation of Consents should be directed to Global Bondholder
Services Corporation at (banks or brokers) (212) 430-3774 or (toll
free) (855) 654-2015 or by email to contact@gbsc-usa.com.
None of the Company, Spirit, the Dealer Manager and Solicitation
Agent, the Tender and Information Agent, the trustee under the
indenture governing the 2025 First Lien Notes or any of their
respective affiliates is making any recommendation as to whether
holders should tender any 2025 First Lien Notes and deliver the
related consents in response to the Tender Offer and Consent
Solicitation. Holders must make their own decision as to whether to
participate in the Tender Offer and Consent Solicitation and, if
so, the principal amount of 2025 First Lien Notes as to which
action is to be taken.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, or an offer to purchase or a
solicitation of an offer to sell any securities. Neither this press
release nor the Offer to Purchase is an offer to sell or a
solicitation of an offer to buy any securities. The Tender Offer
and Consent Solicitation are being made only pursuant to the Offer
to Purchase and only in such jurisdictions as is permitted under
applicable law. In any jurisdiction in which the Tender Offer is
required 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 that are
licensed under the laws of such jurisdiction.
About Spirit AeroSystems Inc.
Spirit AeroSystems is one of the world’s largest manufacturers
of aerostructures for commercial airplanes, defense platforms, and
business/regional jets. With expertise in aluminum and advanced
composite manufacturing solutions, the company’s core products
include fuselages, integrated wings and wing components, pylons,
and nacelles. Also, Spirit serves the aftermarket for commercial
and business/regional jets. Headquartered in Wichita, Kansas,
Spirit has facilities in the U.S., U.K., France, Malaysia and
Morocco.
Forward-Looking Statements
This press release contains "forward-looking statements" that
may involve many risks and uncertainties. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "aim," "anticipate," "believe,"
"could," "continue," "estimate," "expect," "goal," "forecast,"
"intend," "may," "might," "objective," "outlook," "plan,"
"predict," "project," "should," "target," "will," "would," and
other similar words, or phrases, or the negative thereof, unless
the context requires otherwise. These statements reflect
management's current views with respect to future events and are
subject to risks and uncertainties, both known and unknown. Our
actual results may vary materially from those anticipated in
forward-looking statements. We caution investors not to place undue
reliance on any forward-looking statements. Important factors that
could cause actual results to differ materially from those
reflected in such forward-looking statements and that should be
considered in evaluating our outlook include, without limitation,
Spirit’s ability to complete the Tender Offer on the proposed terms
in the anticipated timeframe, or at all; the impact of the COVID-19
pandemic on our business and operations; the timing and conditions
surrounding the full worldwide return to service (including
receiving the remaining regulatory approvals) of the B737 MAX,
future demand for the aircraft, and any residual impacts of the
B737 MAX grounding on production rates for the aircraft; our
reliance on Boeing for a significant portion of our revenues; our
ability to execute our growth strategy, including our ability to
complete and integrate acquisitions; our ability to accurately
estimate and manage performance, cost, and revenue under our
contracts; demand for our products and services and the effect of
economic or geopolitical conditions in the industries and markets
in which we operate in the U.S. and globally; our ability to manage
our liquidity, borrow additional funds or refinance debt; and other
factors disclosed in our filings with the Securities and Exchange
Commission. These factors are not exhaustive and it is not possible
for us to predict all factors that could cause actual results to
differ materially from those reflected in our forward-looking
statements. These factors speak only as of the date hereof, and new
factors may emerge or changes to the foregoing factors may occur
that could impact our business. Except to the extent required by
law, we undertake no obligation to, and expressly disclaim any
obligation to, publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221107005645/en/
Media: Forrest Gossett (316) 371-6751
forrest.s.gossett@spiritaero.com
Investor Relations: investorrelations@spiritaero.com (316)
523-7040
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