WICHITA,
Kan., Nov. 7, 2023 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced
today that it has commenced an underwritten public offering of
$200 million of its Class A common
stock. The Company will be offering all of the Class A common stock
to be sold in the offering. In addition, the Company expects to
grant the underwriters a 30-day option to purchase up to an
additional $30 million of shares of
Class A common stock at the public offering price, less
underwriting discounts and commissions. The offering is subject to
market and other conditions, and there can be no assurance as to
whether or when the offering may be completed, or the actual size
or terms of the offering. The Company intends to use the net
proceeds from the offering for general corporate purposes.
Concurrently with the offering of Class A common stock, Spirit
AeroSystems, Inc., a wholly-owned subsidiary of the Company, is
offering, pursuant to an offering memorandum in reliance upon
exemptions from registration under the Securities Act of 1933,
$200 million aggregate principal
amount of exchangeable senior notes that will mature in 2028 (the
"Exchangeable Notes"), plus up to an additional $30 million aggregate principal amount of
Exchangeable Notes that the initial purchasers of the Exchangeable
Notes have the option to purchase from Spirit AeroSystems,
Inc. The completion of the offering of Class A common stock
is not contingent on the completion of the offering of the
Exchangeable Notes, and the completion of the offering of the
Exchangeable Notes is not contingent on the completion of the
offering of Class A common stock.
Morgan Stanley, Goldman Sachs & Co. LLC and J.P. Morgan
Securities LLC are acting as joint active book-running managers and
BofA Securities and Citigroup are acting as joint book-running
managers of the offering.
The offering of Class A common stock is being made only by means
of a prospectus supplement and the accompanying prospectus, copies
of which, when available, may be obtained from the office of the
following: Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
The shares of Class A common stock will be issued pursuant to an
effective shelf registration statement on Form S-3. Before
investing in the offering of Class A common stock, interested
parties should read the prospectus and related prospectus
supplement for the offering, the documents incorporated by
reference therein and the other documents the Company has filed
with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of these securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the applicable
securities laws of such state or 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, including, but not limited
to, those described in the "Risk Factors" section of our Annual
Report on Form 10-K for the year ended December 31, 2022. 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 this offering and our proposed
offering of the Exchangeable Notes 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
sanctions being imposed in response to the conflict, including any
trade and transport restrictions; 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 Boeing and
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