Spirit AeroSystems Closes Private Offering of $900 Million 9.375% Senior Secured First Lien Notes Due 2029; Closes Amendment of $594 Million Senior Secured Term Loan B Credit Facility
23 November 2022 - 10:31PM
Business Wire
Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the “Company”)
announced today the closing of the private offering of $900 million
aggregate principal amount of 9.375% Senior Secured First Lien
Notes due 2029 (the “Notes”) issued by Spirit AeroSystems, Inc.
(“Spirit”), a wholly owned subsidiary of the Company. Concurrent
with the closing of the offering, Spirit closed an amendment of its
$594 million senior secured term loan B credit facility, incurring
a new tranche of term loans (the “Term Loan”), which matures in
January 2027, to refinance its existing term loans scheduled to
mature in January 2025.
Spirit plans to use the net proceeds from the offering (i) to
fund its tender offer for any and all of its 5.500% Senior Secured
First Lien Notes due 2025 (the “2025 First Lien Notes”), (ii) to
redeem Spirit’s outstanding 3.950% Senior Notes due 2023 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.
The Notes and the Term Loan are 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 or
borrower, as applicable, and the Guarantors. The Notes, the
obligations under the Term Loan and the related guarantees are
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 and the obligations under the Term Loan to
the extent of the value of the collateral (including 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 and the obligations under the Term Loan 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 and the
obligations under the Term Loan 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 made the offer of the Notes pursuant to an exemption
under the Securities Act of 1933, as amended (the “Securities
Act”). The initial purchasers of the Notes offered 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,
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/20221123005327/en/
Media: Jessica Napoli (316) 691-0252
jessica.napoli@spiritaero.com
Investor Relations: (316) 523-7040
investorrelations@spiritaero.com
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