Item 1.01 Entry into a Definitive Material Agreement.
On June 1, 2016, Spirit AeroSystems, Inc. (Spirit), a wholly-owned subsidiary of Spirit AeroSystems Holdings, Inc. (the Company), entered into an Indenture by and among Spirit, the Company, certain subsidiary guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. (the Trustee), as trustee in connection with Spirits offering of $300.0 million aggregate principal amount of its 3.850% Senior Notes due 2026 (the Notes). The Notes were issued pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-211423) filed with the Securities and Exchange Commission on May 17, 2016 and a related prospectus supplement, dated May 24, 2016.
The Notes bear interest at a rate of 3.850% per year, payable semi-annually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2016. The Notes will mature on June 15, 2026. At any time prior to March 15, 2026, Spirit may redeem the Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the present value of the remaining scheduled payments on the Notes to be redeemed assuming such Notes would mature as of March 15, 2026, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Indenture) plus 30 basis points, plus, in either case, any accrued and unpaid interest, if any, to the redemption date. Spirit may redeem the Notes at its option, in whole or in part, at any time on or after March 15, 2026 at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date.
If a Change of Control Triggering Event (as defined in the Indenture) of Spirit occurs, each holder of Notes shall have the right to require that Spirit repurchase all or a portion of such holders Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, up to, but not including, the date of repurchase.
The Indenture contains covenants that limit Spirits, the Companys and certain of Spirits subsidiaries ability, subject to certain exceptions and qualifications, to create liens without granting equal and ratable liens to the holders of the Notes and enter into sale and leaseback transactions. These covenants are subject to a number of qualifications and limitations. In addition, the Indenture provides for customary events of default.
The description of the Indenture in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.