WICHITA,
Kan., Nov. 8, 2023 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced
today that Spirit AeroSystems, Inc. ("Spirit"), a wholly owned
subsidiary of the Company, is offering $1.2
billion aggregate principal amount of Senior Secured Second
Lien Notes due 2030 (the "Second Lien Notes") in a private
offering.
Spirit plans to use the net proceeds from the offering, together
with cash on hand, to fund a tender offer for any and all of the
$1.2 billion outstanding principal
amount of its 7.500% Senior Secured Second Lien Notes due 2025
(CUSIP No. 85205TAL4) (the "Tender Offer") and 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 Second Lien Notes will be guaranteed on a senior secured
basis by the Company and Spirit AeroSystems North Carolina, Inc., a
wholly owned subsidiary of Spirit (together, the "Guarantors"), and
secured by certain real property and personal property, including
certain equity interests, owned by Spirit, as issuer, and the
Guarantors. The Second Lien 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, senior to all of their existing and future
unsecured indebtedness and secured indebtedness that is not secured
by a lien on the collateral securing the Second Lien Notes or that
is secured by junior liens, in each case to the extent of the value
of the collateral securing the Second Lien Notes, junior to all of
Spirit's and the Guarantors' existing and future first-priority
lien indebtedness (including Spirit's senior secured term loan B
credit facility, Spirit's senior notes due 2026 and Spirit's senior
secured first lien notes due 2029) to the extent of the value of
the collateral securing such indebtedness, effectively junior to
all of Spirit's and the Guarantors' existing and future
indebtedness that is secured by assets that do not secure the
Second Lien Notes to the extent of the value of such assets,
structurally junior to any debt or obligations of Spirit's
non-guarantor subsidiaries and senior in right of payment to any of
their existing and future subordinated indebtedness.
Spirit is offering the Second Lien Notes pursuant to exemptions
under the Securities Act of 1933, as amended (the "Securities
Act"). The initial purchasers of the Second Lien Notes will offer
the Second Lien 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 Second Lien Notes have not been and
will not be registered under the Securities Act or under any state
securities laws. Therefore, the Second Lien 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 Second Lien Notes described in
this press release, nor shall there be any sale of the Second Lien
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.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" that
may involve many risks and uncertainties. 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, the
following: our ability to complete our concurrent offering of
common stock and Spirit's concurrent offering of exchangeable notes
and this offering and the tender offer in the amounts and on the
terms contemplated, or at all; 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 trade and transport
restrictions being imposed in response to the conflict; 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