Spirit AeroSystems Announces Private Offering of USD 1.0 Billion of Senior Secured Second Lien Notes Due 2025

WICHITA, Kan: Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the Company) is announcing that Spirit AeroSystems, Inc. (Spirit), a wholly owned subsidiary of the Company, is offering USD 1.0 billion aggregate principal amount of Senior Secured Second Lien Notes due 2025 (the Notes) in a private offering.

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 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.

The offering is being made 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 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.
(PRN)

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Spirit AeroSystems Announces Private Offering of USD 1.0 Billion of Senior Secured Second Lien Notes Due 2025