Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") is announcing today that Spirit AeroSystems, Inc. ("Spirit"), a wholly owned subsidiary of the Company, is offering $400 million aggregate principal amount of Senior Secured First Lien Notes due 2025 (the "Notes") in a private offering. Spirit plans to use the net proceeds from the offering for general corporate purposes.
The Notes will be 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, and the Guarantors. The Notes and guarantees will be 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 to the extent of the value of the collateral (including a new senior secured term loan B credit facility in an aggregate principal amount of $400 million and 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 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 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 is offering the Notes 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 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.