WICHITA,
Kan., Nov. 20, 2023 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") today
announced the expiration and results of its wholly owned
subsidiary, Spirit AeroSystems, Inc.'s ("Spirit"), offer to
purchase for cash (the "Tender Offer") any and all of Spirit's
outstanding 7.500% Senior Secured Second Lien Notes due 2025 (CUSIP
No. 85205T AL4) (the "2025 Second Lien Notes").
The Tender Offer described herein was made on the terms and
conditions set forth in the Offer to Purchase, dated November 8, 2023 (the "Offer to Purchase") and
the related Notice of Guaranteed Delivery. Capitalized terms used
but not defined in this announcement have the meanings given to
them in the Offer to Purchase.
The Tender Offer expired at 5:00
p.m., New York City time,
on November 15, 2023 (such date and
time, the "Expiration Date"). For holders who delivered a Notice of
Guaranteed Delivery and all other required documentation at or
prior to the Expiration Date, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Notice of
Guaranteed Delivery, the deadline to validly tender 2025 Second
Lien Notes using the guaranteed delivery procedures set forth in
the Offer to Purchase (the "Guaranteed Delivery Procedures") was
5:00 p.m., New York City time, on November 17, 2023.The Settlement Date for the
Offer is expected to be November 21,
2023 (the "Settlement Date").
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offer, as of the Expiration Date, $1,107,975,000 aggregate principal amount of the
2025 Second Lien Notes were validly tendered and not validly
withdrawn. In addition, $219,000
aggregate principal amount of the 2025 Second Lien Notes were
tendered pursuant to the Guaranteed Delivery Procedures. The table
below provides certain information about the tender offer,
including the aggregate principal amount of the 2025 Second Lien
Notes validly tendered and not validly withdrawn prior to the
Expiration Date.
Overall, Spirit plans to accept for purchase $1,108,194,000 aggregate principal amount of 2025
Second Lien Notes under the Tender Offer (including 2025 Second
Lien Notes delivered pursuant to the Guaranteed Delivery
Procedures).
Series of
Notes
|
CUSIP
Numbers
|
Aggregate
Principal Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered and
Accepted for
Purchase
|
Tender
Consideration(1)
|
7.500% Senior
Secured
Second Lien
Notes due 2025
|
85205T AL4
(144A)
U84591 AD5
(Reg S)
|
$1,200,000,000
|
$1,108,194,000
|
$1,007.80
|
|
|
(1)
|
Reflects total
consideration per $1,000 principal amount of the 2025 Second Lien
Notes. Does not include accrued but unpaid interest, which will
also be payable as provided in the Offer to Purchase.
|
Holders of 2025 Second Lien Notes must validly tender and not
validly withdraw their 2025 Second Lien Notes, or submit a Notice
of Guaranteed Delivery and comply with the related procedures,
prior to the Expiration Date in order to be eligible to receive the
Tender Consideration for each $1,000
principal amount of the 2025 Second Lien Notes in cash on the
Settlement Date. In addition to the Tender Consideration, Holders
whose 2025 Second Lien Notes are accepted for purchase will receive
a cash payment representing the accrued and unpaid interest on such
2025 Second Lien Notes from the last interest payment date up to,
but not including, the Settlement Date. Interest will cease to
accrue on the Settlement Date for all accepted 2025 Second Lien
Notes, including those tendered through the Guaranteed Delivery
Procedures.
Morgan Stanley & Co. LLC is acting as the sole Dealer
Manager for the Tender Offer. Global Bondholder Services
Corporation has been retained to serve as the Tender and
Information Agent for the Tender Offer. Questions regarding the
Tender Offer may be directed to Morgan Stanley & Co. LLC at:
(800) 624-1808 (toll-free) or (212) 761-1057 (collect). Requests
for the Offer to Purchase should be directed to Global Bondholder
Services Corporation at (banks or brokers) (212) 430-3774 or (toll
free) (855) 654-2015 or by email to contact@gbsc-usa.com. The Offer
to Purchase, and the related Notice of Guaranteed Delivery can be
accessed at the following link:
https://www.gbsc-usa.com/spirit/.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, or an offer to purchase or a
solicitation of an offer to sell any securities. Neither this press
release nor the Offer to Purchase is an offer to sell or a
solicitation of an offer to buy any securities. The Tender Offer is
being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law. In any
jurisdiction in which the Tender Offer is required to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be
made on behalf of Spirit by the Dealer Manager, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Spirit AeroSystems Inc.
Spirit 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
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 the senior secured second lien notes offering on the terms
contemplated, or at all, and our ability to complete the Tender
Offer 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 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