WICHITA,
Kan., Nov. 8, 2023 /PRNewswire/ -- 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
$1.2 billion outstanding principal
amount of its 7.500% Senior Secured Second Lien Notes due 2025
(CUSIP No. 85205T AL4) (the "2025 Second Lien Notes") on the terms
and conditions described in Spirit's Offer to Purchase, dated
November 8, 2023 (the "Offer to
Purchase"). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
The following table sets forth certain terms of the Tender
Offer:
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount
Outstanding
|
Tender
Consideration(1)
|
7.500% Senior
Secured Second
Lien Notes due 2025
|
85205T AL4 (144A)
U84591 AD5 (Reg S)
|
$1,200,000,000
|
$1,007.80
|
|
(1) Per
$1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by us. Does not include
accrued but unpaid interest, which will also be payable as provided
in the Offer to Purchase.
|
The Tender Offer will expire at 5:00 p.m., New York City time, on November 15, 2023, unless extended or terminated
by Spirit (the "Expiration Date"). Tenders submitted after the
Expiration Date will not be valid, unless the Guaranteed Delivery
Procedures are followed. Subject to the terms and conditions of the
Tender Offer, the consideration for each $1,000 principal amount of 2025 Second Lien Notes
validly tendered, including through the Guaranteed Delivery
Procedures, and accepted for purchase pursuant to the Tender Offer
will be the tender consideration set forth in the above table (the
"Tender Consideration"). All holders of 2025 Second Lien Notes
validly tendered, including through the Guaranteed Delivery
Procedures, and accepted for purchase pursuant to the Tender Offer
will also receive accrued and unpaid interest on such 2025 Second
Lien Notes from the last interest payment date with respect to
those 2025 Second Lien Notes to, but not including, the Settlement
Date.
For holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the Offer
to Purchase and Notice of Guaranteed Delivery, the deadline to
validly tender 2025 Second Lien Notes using the Guaranteed Delivery
Procedures will be the second business day after the Expiration
Date and is expected to be 5:00 p.m.,
New York City time, on
November 17, 2023.
2025 Second 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 15, 2023 (subject to
extension, the "Withdrawal Deadline"). Holders of 2025 Second Lien
Notes tendered after the Withdrawal Deadline cannot withdraw their
2025 Second Lien Notes unless Spirit is required to extend
withdrawal rights under applicable law.
Spirit will purchase any 2025 Second Lien Notes that have been
validly tendered, including through the Guaranteed Delivery
Procedures, at or prior to the Expiration Date and accepted for
purchase in the Tender Offer promptly following the Expiration Date
(such date, the "Settlement Date"). The Settlement Date is expected
to occur on November 21, 2023, unless
extended by the Company in its sole discretion.
The Tender Offer is not conditioned on the tender of any minimum
principal amount of 2025 Second Lien Notes. However, the Tender
Offer is subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the Offer to Purchase,
including a condition that the Spirit raises $1.2 billion in gross proceeds from the issuance
of new senior secured debt securities. Spirit intends to fund the
purchase of the 2025 Second Lien Notes pursuant to the Tender Offer
with the net proceeds from such debt financing.
Morgan Stanley & Co. LLC is acting as the sole Dealer
Manager for the Tender Offer. Global Bondholder Services
Corporation has been retained to serve as the Tender and
Information Agent for the Tender Offer. Questions regarding the
Tender Offer 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 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. The Offer
to Purchase, and the related Notice of Guaranteed Delivery can be
accessed at the following link:
https://www.gbsc-usa.com/spirit/.
None of the Company, Spirit, the Dealer Manager, the Tender and
Information Agent, the trustee under the indenture governing the
2025 Second Lien Notes or any of their respective affiliates is
making any recommendation as to whether holders should tender any
2025 Second Lien Notes in response to the Tender Offer. Holders
must make their own decision as to whether to participate in the
Tender Offer and, if so, the principal amount of 2025 Second 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 is
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.
Cautionary Statement Regarding Forward-Looking
Statements
Forward-looking statements reflect our current expectations or
forecasts of future events. Forward-looking statements generally
can be identified by the use of forward-looking terminology such as
"aim," "anticipate," "believe," "could," "continue,"
"estimate," "expect," "forecast," "goal," "intend," "may," "might,"
"objective," "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, but are not limited to: our ability to complete the senior
secured second lien notes offering and the concurrent offerings of
exchangeable notes and common stock in the amounts and on the terms
contemplated, or at all, and our ability to complete the Tender
Offer on the terms contemplated, or at all; the following, the
continued fragility of the global aerospace supply chain, including
our dependence on our suppliers, as well as the cost and
availability of raw materials and purchased components, including
increases in energy, freight, and other raw material costs as a
result of inflation or continued global inflationary pressures; our
ability and our suppliers' ability, or willingness, to meet
stringent delivery (including quality and timeliness) standards and
accommodate changes in the build rates or model mix of aircraft
under existing contractual commitments, including the ability or
willingness to staff appropriately or expend capital for current
production volumes and anticipated production volume increases; the
ability to maintain continuing, uninterrupted production at our
manufacturing facilities and our suppliers' facilities; our
ability, and our suppliers' ability, to attract and retain the
skilled work force necessary for production and development in an
extremely competitive market; the effect of economic conditions,
including increases in interest rates and inflation, on the demand
for our and our customers' products and services, on the industries
and markets in which we operate in the U.S. and globally, and on
the global aerospace supply chain; the general effect of
geopolitical conditions, including Russia's invasion of Ukraine and the resultant sanctions being
imposed in response to the conflict, including any trade and
transport restrictions; the recent outbreak of war in Israel and the Gaza
Strip and the potential for expansion of the conflict in the
surrounding region, which may impact certain suppliers' ability to
continue production or make timely deliveries of supplies required
to produce and timely deliver our products, and may result in
sanctions being imposed in response to the conflict, including any
trade and transport restrictions; our relationships with the unions
representing many of our employees, including our ability to
successfully negotiate new agreements, and avoid labor disputes and
work stoppages with respect to our union employees; the impact of
significant health events, such as pandemics, contagions, or other
public health emergencies (including the COVID-19 pandemic) or fear
of such events, on the demand for our and our customers' products
and services, the industries, and the markets in which we operate
in the U.S. and globally; 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 The Boeing
Company ("Boeing") and Airbus Group SE and its affiliates
(collectively, "Airbus") for a significant portion of our revenues;
the business condition and liquidity of our customers and their
ability to satisfy their contractual obligations to the Company;
the certainty of our backlog, including the ability of customers to
cancel or delay orders prior to shipment on short notice, and the
potential impact of regulatory approvals of existing and derivative
models; our ability to accurately estimate and manage performance,
cost, margins, and revenue under our contracts, and the potential
for additional forward losses on new and maturing programs; our
accounting estimates for revenue and costs for our contracts and
potential changes to those estimates; our ability to continue to
grow and diversify our business, execute our growth strategy, and
secure replacement programs, including our ability to enter into
profitable supply arrangements with additional customers; the
outcome of product warranty or defective product claims and the
impact settlement of such claims may have on our accounting
assumptions; competitive conditions in the markets in which we
operate, including in-sourcing by commercial aerospace original
equipment manufacturers; our ability to successfully negotiate, or
re-negotiate, future pricing under our supply agreements with
Boeing, Airbus and other customers; the possibility that our cash
flows may not be adequate for our additional capital needs; any
reduction in our credit ratings; our ability to access the capital
or credit markets to fund our liquidity needs, and the costs and
terms of any additional financing; our ability to avoid or recover
from cyber or other security attacks and other operations
disruptions; legislative or regulatory actions, both domestic and
foreign, impacting our operations, including the effect of changes
in tax laws and rates and our ability to accurately calculate and
estimate the effect of such changes; spending by the U.S. and other
governments on defense; pension plan assumptions and future
contributions; the effectiveness of our internal control over
financial reporting; the outcome or impact of ongoing or future
litigation, arbitration, claims, and regulatory actions or
investigations, including our exposure to potential product
liability and warranty claims; adequacy of our insurance coverage;
our ability to continue selling certain receivables through
supplier financing programs; our ability to effectively integrate
recent acquisitions, along with other acquisitions we pursue, and
generate synergies and other cost savings therefrom, while avoiding
unexpected costs, charges, expenses, and adverse changes to
business relationships and business disruptions; and the risks of
doing business internationally, including fluctuations in foreign
currency exchange rates, impositions of tariffs or embargoes, trade
restrictions, compliance with foreign laws, and domestic and
foreign government policies. 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. As with any
projection or forecast, these statements are inherently susceptible
to uncertainty and changes in circumstances. 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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SOURCE Spirit Aerosystems