Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the “Company”)
today announced the early tender results of its wholly owned
subsidiary, Spirit AeroSystems, Inc.’s (“Spirit”), (i) offer to
purchase for cash (the “Tender Offer”) any and all of Spirit’s
outstanding 5.500% Senior Secured First Lien Notes due 2025 (CUSIP
No. 85205T AM2) (the “2025 First Lien Notes”) and (ii) Consent
Solicitation (as defined below), 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 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.
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offer and Consent Solicitation, as of 5:00 p.m., New
York City time, on November 21, 2022 (such date and time, the
“Early Tender Deadline”), Spirit had received, and informed Global
Bondholder Services Corporation it had accepted for purchase, valid
tenders from holders of the 2025 First Lien Notes as outlined in
the table below.
Series of Notes
CUSIP Number
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount
Tendered and Accepted for Purchase
Total
Consideration(1)(2)
5.500% Senior Secured First Lien
Notes due 2025
85205T AM2
(144A) U84591 AE3
(Reg S)
$500,000,000
$478,591,000
$1,000.00
(1) Reflects total consideration per $1,000 principal amount of
notes. Does not include accrued but unpaid interest, which will
also be payable as provided in the Offer to Purchase and
Solicitation of Consents.
(2) Includes the Early Tender Premium (as defined below).
The early settlement date for Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline and
accepted for purchase will be November 23, 2022 (the “Early
Settlement Date”), subject to the satisfaction or waiver of all
conditions to the Tender Offer and Consent Solicitation described
in the Offer to Purchase and Solicitation of Consents.
Holders of 2025 First Lien Notes that were validly tendered and
not validly withdrawn at or prior to the Early Tender Deadline and
have been accepted for purchase pursuant to the Tender Offer will
receive the Total Consideration as set forth in the table above,
which includes the early tender premium of $30 per $1,000 principal
amount of 2025 First Lien Notes (the “Early Tender Premium”),
together with accrued but unpaid interest on such 2025 First Lien
Notes from the last interest payment date with respect to such 2025
First Lien Notes to, but not including, the Early Settlement Date.
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.
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 described in the Offer
to Purchase and Solicitation of Consents that would, among other
things, (i) eliminate certain restrictive covenants and certain
events of default (the “Majority Amendments”) with a majority vote
and (ii) terminate the security interest and release the collateral
under the indenture governing the 2025 First Lien Notes (the
“Collateral Release Amendments”) with a two-thirds super-majority
vote. Adoption of the Majority Amendments and the Collateral
Release Amendments requires the requisite consents as described in
the Offer to Purchase and Solicitation of Consents (the “Requisite
Consents”). As of the Early Tender Deadline, Spirit had received
the Requisite Consents required to approve (i) the Majority
Amendments and (ii) the Collateral Release Amendments. Accordingly,
on November 23, 2022, Spirit intends to execute a supplemental
indenture to the indenture governing the 2025 First Lien Notes with
respect to (i) the Majority Amendments and (ii) the Collateral
Release Amendments.
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 and Solicitation of Consents 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 Solicitation of
Consents 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221122005389/en/
Media: Jessica Napoli (316) 691-0252
jessica.napoli@spiritaero.com
Investor Relations: (316) 523-7040
investorrelations@spiritaero.com
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