Spirit AeroSystems Inc. Completes $1.3 Billion SEC-Registered Offering in Notes

May 30, 2018

S&C client Spirit AeroSystems Inc., a wholly owned subsidiary of Spirit AeroSystems Holdings, Inc. and a leading aircraft manufacturer, completed an SEC-registered offering of $300 million senior floating rate notes due 2021, $300 million 3.950% senior notes due 2023 and $700 million 4.600% senior notes due 2028. The joint bookrunning managers were Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC.

The company also settled its previously announced tender offer to purchase its outstanding 5.25% senior notes due 2022 pursuant to the SEC's no action letter relating to five-day debt tender offers. The final tender was for an aggregate of $202,556,000 of the notes.

Also on May 30, Spirit entered into accelerated share repurchase (ASR) agreements with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to repurchase an aggregate of $725,000,000 of the company's Class A common stock as part of the company's current share repurchase program.

Spirit intends to use the proceeds from the offering to, among other things, repurchase the notes from the tender offer and shares from the ASR and finance its recently announced acquisition of S.R.I.F. N.V., the parent company of Asco Industries, N.V.

The S&C team for the notes and tender was led by Robert Downes, along with Jennifer Lee and Danielle Abada. Jeffrey Hochberg, Saul Brander and Joshua Graybill provided tax advice, and Dana Brodsky advised on ERISA matters. The S&C team for the ASR was led by Dennis Sullivan and Richard Kahn, along with Laura Duncan.