Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced today the closing of the private offering of $500 million aggregate principal amount of 5.500% Senior Secured First Lien Notes due 2025 (the "Notes") issued by Spirit AeroSystems, Inc. ("Spirit"), a wholly owned subsidiary of the Company. Concurrent with the closing of the offering, Spirit closed on its previously announced senior secured term loan B credit facility in an aggregate principal amount of $400 million (the "Term Loan"). Spirit plans to use the net proceeds from the offering of the Notes and the proceeds from the borrowing of loans under the Term Loan for general corporate purposes. Additionally, in connection with closing of the Notes offering and the Term Loan, Spirit terminated its existing senior secured credit facility, including the revolving credit facility thereunder.
The Notes and the Term Loan are 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 or borrower, as applicable, and the Guarantors. The Notes, the obligations under the Term Loan and the related guarantees are 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 and the obligations under the Term Loan to the extent of the value of the collateral (including 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 and the obligations under the Term Loan 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 and the obligations under the Term Loan 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 made the offer of the Notes 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 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes described in this press release, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.