Spirit AeroSystems Upsizes and Prices Private Offering of $1.2 Billion 7.5% Senior Secured Second Lien Notes Due 2025
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 $1.2 billion aggregate principal amount of 7.5% Senior Secured Second Lien Notes due 2025 (the "Notes") in a private offering. The offering was increased to $1.2 billion from the previously announced offering size of $1.0 billion. Spirit plans to use the net proceeds from the offering for general corporate purposes, including to repay all or a portion of its revolver. The closing of the offering is expected to occur on or about April 17, 2020, subject to customary closing conditions. Interest on the Notes will be payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2020.
The Notes will be guaranteed 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, and the Guarantors. The Notes and guarantees will be 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 is making the offering pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the Notes will offer 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 of 1933 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 Statesperson unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.
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