Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
As previously disclosed in a Current
Report on Form 8-K (“Prior Report”) filed with the Securities and Exchange Commission (the
“Commission”) on April 13, 2020, Spirit AeroSystems Holdings, Inc. (the “Company”), Spirit
AeroSystems, Inc., the Company’s direct wholly-owned subsidiary (“Spirit”), and Spirit AeroSystems North
Carolina, Inc., a wholly-owned subsidiary of the Company (“Spirit NC”), entered into an amendment (the
“April 2020 Amendment”) to its Second Amended and Restated Credit Agreement, by and among Spirit, the Company, as
parent guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent. The April 2020 Amendment
became effective on April 17, 2020 concurrently with the closing of the Notes offering, described below. The information
provided in Item 1.01 of the Prior Report and the full text of the April 2020 Amendment, which is filed as Exhibit 10.1
hereto, are incorporated herein by reference.
Indenture
On April 17, 2020, Spirit entered into
an Indenture (the “Indenture”), by and among Spirit, the Company and Spirit NC, as guarantors (together with the Company,
the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, in connection
with Spirit’s offering of $1,200,000,000 aggregate principal amount of its 7.500% Senior Secured Second Lien Notes due 2025
(the “Notes”).
The Notes were issued and sold in a private
placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Notes mature on April 15, 2025 and
bear interest at a rate of 7.500% per year payable semiannually in cash in arrears on April 15 and October 15 of each year. The first interest payment date is October 15, 2020.
The Notes are guaranteed by the Guarantors
and secured by certain real property and personal property, including certain equity interests, owned by Spirit 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.
Spirit may redeem some or all of the Notes,
at its option, at any time on or after April 15, 2022, at the following redemption prices (expressed as percentages of principal
amount), plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of each of the years indicated below:
|
Year
|
|
Redemption
Price
|
|
|
2022
|
|
|
103.750
|
%
|
|
2023
|
|
|
101.875
|
%
|
|
2024 and thereafter
|
|
|
100.000
|
%
|
At any time prior to April 15, 2022, Spirit
may redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus
a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time on
or prior to April 15, 2022, Spirit may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount
of the Notes with the net cash proceeds of certain equity offerings at a price equal to 107.500% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of certain change of
control events during a period when the change of control offer to purchase provisions under the Indenture apply, Spirit must offer
to repurchase the Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any,
to the purchase date.
The Indenture contains covenants that limit
Spirit’s, the Company’s and the Company’s subsidiaries’ ability, subject to certain exceptions and qualifications,
to create liens, enter into sale and leaseback transactions and guarantee other indebtedness without guaranteeing the Notes. 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.
Supplemental Indenture
On April 17, 2020, Spirit entered into
a Third Supplemental Indenture (the “Supplemental Indenture”), by and among Spirit, the Company, Spirit NC and The
Bank of New York Mellon Trust Company, N.A., as trustee in connection with Spirit’s Senior Notes due 2026 (the “2026
Notes”). Under the Supplemental Indenture, the noteholders were granted security on an equal and ratable basis with the holders
of the Notes.
The description of the Supplemental 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 Supplemental Indenture, which is filed as Exhibit 4.3 hereto and incorporated herein by reference.