WICHITA,
Kan., Nov. 9, 2023 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced
today the pricing by Spirit AeroSystems, Inc. ("Spirit"), a wholly
owned subsidiary of the Company, of $200
million aggregate principal amount of its 3.250% Exchangeable
Senior Notes due 2028 (the "Exchangeable Notes") in a private
offering (the "Offering"). Spirit also granted the initial
purchasers of the Exchangeable Notes an option to purchase, within
a 13-day period beginning on, and including, the first date on
which the Exchangeable Notes are issued, up to an
additional $30 million aggregate principal amount of
Exchangeable Notes. The sale of the Exchangeable Notes to the
initial purchasers is expected to settle on November 13, 2023,
subject to customary closing conditions, and is expected to result
in $194.5 million in net proceeds to Spirit after
deducting the initial purchasers' discount but before deducting
estimated offering expenses payable by Spirit (assuming no exercise
of the initial purchasers' option to purchase additional
Exchangeable Notes).
The Exchangeable Notes will be senior, unsecured obligations of
Spirit and will be fully and unconditionally guaranteed on a
senior, unsecured basis by the Company and Spirit AeroSystems North
Carolina, Inc., a wholly owned subsidiary of Spirit. The
Exchangeable Notes will bear interest at a rate of 3.250% per year,
payable semi-annually in arrears on May
1 and November 1 of each year, beginning on May
1, 2024. The Exchangeable Notes will mature on November 1,
2028, unless earlier exchanged, redeemed or repurchased.
The Exchangeable Notes will be exchangeable at an initial
exchange rate of 34.3053 shares of the Company's Class A common
stock (the "common stock") per $1,000 principal amount of
Exchangeable Notes (equivalent to an initial exchange price of
approximately $29.15 per share of common stock, which
represents an exchange premium of approximately 32.50% to the
public offering price of $22.00 per share of common stock
in the concurrent common stock offering described below).
Upon exchange of the Exchangeable Notes, Spirit will pay or deliver
(or cause to be delivered), as the case may be, cash, shares of
common stock or a combination of cash and shares of common stock,
at Spirit's election. Prior to the close of business on the
business day immediately preceding August 1, 2028, the
Exchangeable Notes will be exchangeable at the option of the
noteholders only upon the satisfaction of specified conditions and
during certain periods. On or after August 1, 2028, until the
close of business on the business day immediately preceding the
maturity date, the Exchangeable Notes will be exchangeable at the
option of the noteholders at any time regardless of these
conditions or periods.
Spirit may not redeem the Exchangeable Notes prior
to November 6, 2026. Spirit may redeem for cash all or any
portion (subject to certain limitations) of the Exchangeable Notes,
at its option, on or after November 6, 2026, if the last
reported sale price of the common stock has been at least 130% of
the exchange price then in effect for at least 20 trading days
(whether or not consecutive), during any 30 consecutive trading day
period (including the last trading day of such period) ending on
and including the trading day immediately preceding the date on
which Spirit provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the Exchangeable Notes to
be redeemed, plus any accrued and unpaid interest to, but
excluding, the redemption date. No sinking fund is provided for the
Exchangeable Notes.
Subject to certain conditions and exceptions, holders of the
Exchangeable Notes will have the right to require Spirit to
repurchase all or a portion of their Exchangeable Notes upon the
occurrence of a fundamental change at a repurchase price of 100% of
their principal amount plus any accrued and unpaid interest to, but
excluding, the fundamental change repurchase date. In connection
with certain corporate events or if Spirit calls any Exchangeable
Notes for redemption, Spirit will, under certain circumstances,
increase the exchange rate for noteholders who elect to exchange
their Exchangeable Notes in connection with any such corporate
event or exchange their Exchangeable Notes called for redemption
during the related redemption period.
Spirit expects to use the net proceeds from this offering for
general corporate purposes.
Concurrently with the offering of the Exchangeable Notes, the
Company is offering, pursuant to a prospectus supplement and an
accompanying prospectus in an offering pursuant to an effective
registration statement on Form S-3, 9,090,909 shares of the common
stock at a price to the public of $22.00 per share, plus up to an additional
1,363,636 shares of the common stock that the underwriters of the
concurrent common stock offering have the option to purchase from
the Company. The completion of the offering of the Exchangeable
Notes is not contingent on the completion of the offering of the
common stock, and the completion of the offering of the common
stock is not contingent on the completion of the offering of the
Exchangeable Notes. The offering of the common stock is being made
only by means of a prospectus supplement and the accompanying
prospectus.
Spirit is offering the Exchangeable Notes pursuant to an
exemption from the registration requirements under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The
initial purchasers of the Exchangeable Notes will offer the
Exchangeable Notes only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the
Securities Act. The Exchangeable Notes and the shares of common
stock deliverable upon exchange of the Exchangeable Notes, if any,
have not been and will not be registered under the Securities Act
or under any state securities laws. Therefore, the Exchangeable
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.
Before investing in the offering of Exchangeable Notes,
interested parties should read the offering memorandum for the
offering and the documents incorporated by reference therein.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
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 proposed offering of common
stock and this offering 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