Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced today the closing of the private offering of $1.2 billion aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2025 (the "Notes") issued by Spirit AeroSystems, Inc. ("Spirit"), a wholly owned subsidiary of the Company. 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 Notes are 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 are 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.
Concurrent with the closing of the offering, the previously announced amendment to Spirit's senior secured credit facility, dated as of April 13, 2020, became effective, permitting Spirit to complete the offering and providing covenant flexibility for future capital raises and market conditions. Additionally, as a result of the closing of the offering, the commitments under Spirit's senior unsecured $375 million short term delayed draw term loan facility have been canceled in full and the facility has been terminated.
Spirit made the offer pursuant to an exemption under the Securities Act of 1933, as amended (the "Securities Act"). The initial purchasers of the Notes offered 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 States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.