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): September 30, 2009
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)) |
Item 1.01 Entry into a Definitive Material Agreement.
On September 30, 2009, 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
71/2% Senior Notes due 2017 (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 offering price to purchasers of the
Notes was 97.804% of par to yield 7.875% to maturity. A portion of the net proceeds of the
offering of the Notes will be used to repay $200.0 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 September 30, 2009 (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
71/2% per year, payable semi-annually, in cash
in arrears, on April 1 and October 1 of each year, commencing April 1, 2010. The Notes will mature
on October 1, 2017. Prior to October 1, 2012, 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 107.5% of the principal amount thereof, plus accrued and unpaid interest and additional
interest, if any, to the redemption date. At any time prior to October 1, 2013, 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 October 1, 2013, 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.
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Redemption Price |
2013 |
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103.750 |
% |
2014 |
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101.875 |
% |
2015 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 fully and unconditionally guaranteed, jointly and severally, on a senior
unsecured basis by the Company and Spirit’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. 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 all or 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 Spirit’s guarantor
subsidiaries entered into a registration rights agreement, dated as of September 30, 2009 (the
“Registration Rights Agreement”), with Banc of America Securities LLC (“BAS”) and the other initial
purchasers of the Notes named therein (collectively, the “Initial Purchasers”). Under the
Registration Rights Agreement, Spirit, the Company and Spirit’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
reasonable best 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 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 all entitled to be repaid from the proceeds of the offering of the Notes used
to repay the senior secured credit facility and will 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.
Item 8.01 Other Events.
On September 30, 2009, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 |
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Indenture dated as of September 30, 2009, governing the
71/2% Senior Notes due
2017, 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
71/2% Senior Note due 2017 (included as Exhibit A to Exhibit 4.1). |
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| 4.3 |
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Registration Rights Agreement, dated as of September 30, 2009, among Spirit, the guarantors
identified therein, Banc of America Securities LLC and the other initial purchasers of the
Notes named therein. |
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| 99.1 |
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Press Release dated September 30, 2009. |