WICHITA, Kan., April 17, 2020 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced
today the closing of the private offering of $1.2 billion aggregate principal amount of 7.500%
Senior Secured Second Lien Notes due 2025 (the "Notes") issued by
Spirit AeroSystems, Inc. ("Spirit"), a wholly owned subsidiary of
the Company. Spirit plans to use the net proceeds from the offering
for general corporate purposes, including to repay all or a portion
of its revolver.
The Notes are guaranteed 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 are Spirit's senior secured obligations and will rank
equally in right of payment with all of its existing and future
senior indebtedness, effectively junior to all of its existing and
future first-priority lien indebtedness to the extent of the value
of the collateral securing such indebtedness (including Spirit's
senior secured credit facility and its Senior Notes due 2026),
effectively junior to any of its 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 its existing and future
subordinated indebtedness.
Concurrent with the closing of the offering, the previously
announced amendment to Spirit's senior secured credit facility,
dated as of April 13, 2020, became
effective, permitting Spirit to complete the offering and providing
covenant flexibility for future capital raises and market
conditions. Additionally, as a result of the closing of the
offering, the commitments under Spirit's senior unsecured
$375 million short term delayed draw
term loan facility have been canceled in full and the facility has
been terminated.
Spirit made the offer 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 of 1933 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.
On the web: www.spiritaero.com
On Twitter: @SpiritAero
About Spirit AeroSystems Inc.
Spirit
AeroSystems designs and builds aerostructures for both commercial
and defense customers. With headquarters in Wichita, Kansas, Spirit operates
sites in the U.S., U.K., France and Malaysia. The company's
core products include fuselages, pylons, nacelles and wing
components for the world's premier
aircraft. Spirit AeroSystems focuses
on affordable, innovative
composite and aluminum manufacturing solutions to support customers
around the globe. More information is available
at www.SpiritAero.com.
Cautionary Statement Regarding 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 timing and conditions surrounding the return to service of the
737 MAX and any related impacts on our production rate; our
reliance on Boeing for a significant portion of our revenues; our
ability to execute our growth strategy, including our ability to
timely complete and integrate our announced Asco and Bombardier
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; the length of the Boeing production suspension
affecting its Washington and
South Carolina facilities; our
ability to manage our liquidity, borrow additional funds or
refinance debt; the impact of the COVID-19 pandemic on our business
and operations, including on the demand for our and our customers'
products and services, on trade and transport restrictions, on the
global aerospace supply chain, on our ability to retain the skilled
work force necessary for production and development and generally
on our ability to effectively manage the impacts of the COVID-19
pandemic on our business operations; 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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SOURCE Spirit AeroSystems Holdings, Inc.