UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2010
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33160
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20-2436320 |
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 3801 South Oliver, Wichita, Kansas
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67210 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (316) 526-9000
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Definitive Material Agreement. |
On November 18, 2010, Spirit AeroSystems, Inc. (“Spirit”), a wholly-owned subsidiary of Spirit
AeroSystems Holdings, Inc. (the “Company”), completed an offering of $300.0 million aggregate
principal amount of its 63/4% Senior Notes due 2020 (the “Notes”). The Notes were sold to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States only to non-U.S. persons in accordance with
Regulation S under the Securities Act. The Notes were sold at a price equal to 100% of the
principal amount thereof. A portion of the net proceeds of the offering of the Notes will be used
to repay $150.0 million in borrowings under Spirit’s existing senior secured revolving credit
facility, without any reduction of the lenders’ commitment thereunder, and remaining net proceeds
will be used for general corporate purposes and to pay fees and expenses incurred in connection
with the offering of the Notes.
The Notes are governed by an Indenture dated as of November 18, 2010 (the “Indenture”), by and
among Spirit, the Company and certain subsidiary guarantors identified therein and The Bank of New
York Mellon Trust Company, N.A., as trustee. The description of the Indenture in this Current
Report on Form 8-K is a summary and is qualified in its entirety by reference to the Indenture,
which is filed as Exhibit 4.1 hereto.
The Notes bear interest at a rate of 63/4% per year, payable semi-annually, in cash in arrears,
on June 15 and December 15 of each year, commencing June 15, 2011. The Notes will mature on
December 15, 2020. Prior to December 15, 2013, Spirit may redeem up to 35% of the aggregate
principal amount of the Notes with the proceeds of certain equity offerings at a redemption price
of 106.75% of the principal amount thereof, plus accrued and unpaid interest and additional
interest, if any, to the redemption date. At any time prior to December 15, 2015, Spirit may
redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount
of the Notes redeemed, plus a make-whole premium, plus any accrued and unpaid interest and
additional interest, if any, to the redemption date. Spirit may redeem the Notes at its option, in
whole or in part, at any time on or after December 15, 2015, upon not less than 30 nor more than 60
days’ notice at the redemption prices (expressed as percentages of the principal amount to be
redeemed) set forth below, plus any accrued and unpaid interest and additional interest, if any, to
the redemption date if redeemed during the 12-month period beginning on December 15 of the years
indicated below.
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Redemption Price |
2015 |
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103.375 |
% |
2016 |
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102.250 |
% |
2017 |
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101.125 |
% |
2018 and thereafter |
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100.000 |
% |
If a change of control of Spirit occurs, each holder shall have the right to require that
Spirit repurchase all or a portion of such holder’s Notes at a purchase price of 101% of the
principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the
date of repurchase.
The Notes are to be fully and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis by the Company and the Company’s existing and future domestic subsidiaries that
guarantee Spirit’s obligations under Spirit’s senior secured credit facility.
The Notes are Spirit’s senior unsecured obligations and rank equal in right of payment with
all of Spirit’s and the guarantors’ other existing and future senior indebtedness, including
Spirit’s
7½% Senior Notes due 2017. The Notes are senior in right of payment
to all of Spirit’s and the guarantors’ existing and future indebtedness that is by its terms
expressly subordinated to the Notes and the guarantees. The Notes are effectively subordinated in
right of payment to all of Spirit’s and the guarantors’ secured indebtedness to the extent of the
value of the assets securing such indebtedness, including obligations under Spirit’s senior secured
credit facility, which is secured by substantially all of the assets of Spirit and the guarantors.
The Indenture contains covenants that limit Spirit’s, the Company’s and certain of Spirit’s
subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) incur additional
debt, (ii) pay dividends, redeem stock or make other distributions, (iii) repurchase equity
securities, prepay subordinated debt or make certain investments, (iv) make other restricted
payments and investments, (v) issue certain disqualified stock and preferred stock, (vi) create
liens without granting equal and ratable liens to the holders of the Notes, (vii) enter into sale
and leaseback transactions, (viii) merge, consolidate or transfer or dispose of substantially all
of their assets, (ix) enter into certain types of transactions with affiliates and (x) sell assets.
These covenants are subject to a number of qualifications and limitations. In addition, the
Indenture limits Spirit’s, the Company’s and the guarantor subsidiaries’ ability to engage in
businesses other than businesses in which such companies are engaged on the date of issuance of the
Notes and related businesses.
In addition, the Indenture provides for customary events of default which include (subject in
certain cases to customary grace and cure periods), among other things: failure to make payments on
the Notes when due, failure to comply with covenants under the Indenture, failure to pay certain
other indebtedness or acceleration of maturity of certain other indebtedness, failure to satisfy or
discharge certain final judgments and occurrence of certain bankruptcy events. If an event of
default occurs, the trustee or holders of at least 25% of the aggregate principal amount of the
then outstanding Notes may, among other things, declare the entire outstanding
balance of principal of and interest on all outstanding Notes to be immediately due and
payable. If an event of default involving certain bankruptcy events occurs, payment of principal
of and interest on the Notes will be accelerated without the necessity of notice or any other
action on the part of any person.
The Notes and the related guarantees have not been registered under the Securities Act and may
not be offered or sold in the United States without registration or an applicable exemption from
registration requirements. This Current Report on Form 8-K does not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of, the
Notes or the related guarantees in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
In connection with the sale of the Notes, Spirit, the Company and the Company’s guarantor
subsidiaries entered into a registration rights agreement, dated as of November 18, 2010 (the
“Registration Rights Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf
of itself and as representative of the several initial purchasers of the Notes named therein
(collectively, the “Initial Purchasers”). Under the Registration Rights Agreement, Spirit, the
Company and the Company’s guarantor subsidiaries agreed to file a registration statement with
respect to an offer to exchange the notes for a new issue of substantially identical notes
registered under the Securities Act within 180 calendar days after the closing of the sale of the
Notes (the “Closing Date”). Spirit, the Company and Spirit’s guarantor subsidiaries also agreed to
use their reasonable best efforts to cause the exchange offer registration statement to be declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) within 240 days after the
Closing Date, to keep the exchange offer registration statement effective until the closing of the
exchange offer and to use their commercially reasonable efforts to consummate the exchange offer
within 360 days after the Closing Date. Spirit and the guarantors may also be required to file a
shelf registration statement to cover resales of the Notes under certain circumstances. If Spirit,
the Company and Spirit’s guarantor subsidiaries fail to satisfy these obligations, the Company may
be required to pay holders of the Notes additional interest at a rate of 0.25% per annum of the
principal amount thereof for each 90-day period or portion thereof during which these obligations
remain unsatisfied, for a maximum increase in the interest rate of 1.0% per annum of the principal
amount thereof, until all registration defaults have been cured.
The foregoing description of the Registration Rights Agreement is a summary and is qualified
in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 4.3
hereto.
Certain of the Initial Purchasers and certain of their affiliates have provided and may in the
future provide financial advisory, investment banking and commercial banking services in the
ordinary course of business to Spirit, the Company, the guarantors and certain of their affiliates,
for which they receive customary fees and expense reimbursement. In addition, affiliates of one or
more of the Initial Purchasers are lenders and/or agents under Spirit’s senior secured credit
facility and as such are entitled to be repaid from the proceeds of the offering of the Notes that
will be used to repay the senior secured revolving credit facility and to receive their pro rata
portion of such repayment.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated
by reference herein.
On November 18, 2010, the Company issued a press release announcing the closing of its sale of
the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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4.1 |
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Indenture dated as of November 18, 2010, governing the 63/4% Senior Notes due 2020, by and
among Spirit, the guarantors identified therein and The Bank of New York Mellon Trust
Company, N.A. |
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4.2 |
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Form of 63/4% Senior Note due 2020 (included as Exhibit A to Exhibit 4.1). |
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4.3 |
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Registration Rights Agreement, dated as of November 18, 2010, among Spirit, the guarantors
identified therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of itself
and as representative of the several initial purchasers of the Notes named therein. |
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99.1 |
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Press Release dated November 18, 2010. |