Spirit AeroSystems Announces Pricing of Private Offering of $900 Million Aggregate Principal Amount of 9.375% Senior Secured First Lien Notes Due 2029
09 November 2022 - 2:34AM
Business Wire
Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the “Company”)
announced today the pricing by Spirit AeroSystems, Inc. (“Spirit”),
a wholly owned subsidiary of the Company, of $900 million aggregate
principal amount of 9.375% Senior Secured First Lien Notes due 2029
(the “Notes”) in a private offering. The offering was increased to
$900 million from the previously announced offering size of $800
million.
Spirit plans to use the net proceeds from the offering (i) to
fund a tender offer for any and all of the $500 million outstanding
principal amount of its 5.500% Senior Secured First Lien Notes due
2025 (CUSIP No. 85205T AM2) (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, (ii) to redeem Spirit’s outstanding 3.950%
Senior Notes due 2023 (the “2023 Notes”) and (iii) to pay related
premiums, fees and expenses incurred in connection with the
foregoing. Any remaining proceeds will be used for general
corporate purposes, which may include the redemption or repurchase
of indebtedness. This press release shall not constitute a notice
of redemption with respect to the 2023 Notes.
The closing of the offering is expected to occur on or about
November 23, 2022, subject to the satisfaction of customary closing
conditions. Interest on the Notes will be payable semi-annually on
May 30 and November 30 of each year, beginning on May 30, 2023.
The Notes will be guaranteed on a senior secured basis by the
Company and Spirit AeroSystems North Carolina, Inc., a wholly owned
subsidiary of Spirit (collectively, the “Guarantors”), and secured
by certain real property and personal property, including certain
equity interests, owned by Spirit, as issuer, and the Guarantors.
The Notes and guarantees will be Spirit’s and the Guarantors’
senior secured obligations and will rank equally in right of
payment with all of their existing and future senior indebtedness,
effectively equal with their existing and future indebtedness
secured on a pari passu basis by the collateral for the Notes to
the extent of the value of the collateral (including Spirit’s
senior secured term loan B credit facility in an aggregate
principal amount of $594 million, the 2025 First Lien Notes and
Spirit’s Senior Notes due 2026), effectively senior to all of their
existing and future indebtedness that is not secured by a lien, or
is secured by a junior-priority lien, on the collateral for the
Notes to the extent of the value of the collateral, effectively
junior to any of their other existing and future indebtedness that
is secured by assets that do not constitute collateral for the
Notes to the extent of the value of such assets, and senior in
right of payment to any of their existing and future subordinated
indebtedness.
Spirit is offering the Notes pursuant to an exemption under the
Securities Act of 1933, as amended (the “Securities Act”). The
initial purchasers of the Notes will offer the Notes only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act or outside the
United States to certain persons in reliance on Regulation S under
the Securities Act. The Notes have not been and will not be
registered under the Securities Act or under any state securities
laws. Therefore, the Notes may not be offered or sold within the
United States to, or for the account or benefit of, any United
States person unless the offer or sale would qualify for a
registration exemption from the Securities Act and applicable state
securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes described in this press
release, nor shall there be any sale of the Notes in any state or
jurisdiction in which such an offer, sale or solicitation would be
unlawful prior to registration or qualification under the
securities laws of any 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 offering of the Notes on the
proposed terms in the anticipated timeframe, or at all; Spirit’s
expectations related to the use of proceeds from the offering of
the Notes; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221108006312/en/
Media: Jessica Napoli (316) 691-0252
jessica.napoli@spiritaero.com
Investor Relations: (316) 523-7040
investorrelations@spiritaero.com
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