UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
Financings
On November 8, 2023, Spirit AeroSystems Holdings, Inc. (the “Company”) issued press releases announcing that Spirit AeroSystems, Inc., the Company’s direct wholly-owned subsidiary (“Spirit”), (1) intends to offer senior secured second lien notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act, and (2) has commenced an offer to purchase for cash any and all of the $1,200 million outstanding principal amount of its 7.500% Senior Secured Second Lien Notes due 2025 (the “2025 Second Lien Notes”). Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations, beliefs, assumptions and estimates, and on information currently available to us, all of which are subject to change, and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, as discussed further in the attached press releases. Additional information concerning potential factors that could affect the Company’s financial results are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s other periodic reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update its forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 8, 2023, titled “Spirit AeroSystems Announces Private Offering of $1.2 Billion of Senior Secured Second Lien Notes Due 2030.” | |
| 99.2 | Press Release, dated November 8, 2023, titled “Spirit AeroSystems Commences Cash Tender Offer for Any and All of Its Outstanding 7.500% Senior Secured Second Lien Notes Due 2025.” | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPIRIT AEROSYSTEMS HOLDINGS, INC. |
| Date: November 8, 2023 | By: | /s/ Mindy McPheeters | |
| Name: | Mindy McPheeters | ||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | ||