WICHITA, Kan., Oct. 5, 2020 /PRNewswire/ -- Spirit AeroSystems
Holdings, Inc. [NYSE: SPR] (the "Company") announced today the
closing of the private offering of $500
million aggregate principal amount of 5.500% Senior Secured
First Lien Notes due 2025 (the "Notes") issued by Spirit
AeroSystems, Inc. ("Spirit"), a wholly owned subsidiary of the
Company. Concurrent with the closing of the offering, Spirit closed
on its previously announced senior secured term loan B credit
facility in an aggregate principal amount of $400 million (the "Term Loan"). Spirit plans to
use the net proceeds from the offering of the Notes and the
proceeds from the borrowing of loans under the Term Loan for
general corporate purposes. Additionally, in connection with
closing of the Notes offering and the Term Loan, Spirit terminated
its existing senior secured credit facility, including the
revolving credit facility thereunder.
The Notes and the Term Loan are guaranteed on a senior secured
basis 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 or
borrower, as applicable, and the Guarantors. The Notes, the
obligations under the Term Loan and the related guarantees are
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, effectively equal with their existing
and future indebtedness secured on a pari passu basis by the
collateral for the Notes and the obligations under the Term Loan to
the extent of the value of the collateral (including Spirit's
Senior Notes due 2026), effectively senior to all of their existing
and future indebtedness that is not secured by a lien, or is
secured by a junior-priority lien, on the collateral for the Notes
and the obligations under the Term Loan to the extent of the value
of the collateral, effectively junior to any of their other
existing and future indebtedness that is secured by assets that do
not constitute collateral for the Notes and the obligations under
the Term Loan to the extent of the value of such assets, and senior
in right of payment to any of their existing and future
subordinated indebtedness.
Spirit made the offer of the Notes 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 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 Bombardier acquisition;
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; 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