By Abigail W. Adams
Portland, Me., Nov. 9 – Spirit AeroSystems Inc. priced $200 million of five-year exchangeable notes after the market close on Wednesday at par at the rich end of talk with a coupon of 3.25% and an initial exchange premium of 32.5%, according to a market source and a company news release.
Price talk was for a coupon of 3.25% to 3.75% and an initial exchange premium of 27.5% to 32.5%.
Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities Inc. and Citigroup Global Markets Inc. were bookrunners for the Rule 144A offering, which carries a greenshoe of $30 million.
The notes will be guaranteed by Spirit AeroSystems Holdings Inc. and wholly owned subsidiary Spirit AeroSystems North Carolina Inc.
The notes are non-callable until Nov. 6, 2026 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In a concurrent offering, Spirit AeroSystems priced a follow-on offering of 9,090,909 shares of common stock at $22 per share.
The company also plans to price a $1.2 billion offering of seven-year senior secured second-lien notes (B3/B-) on Thursday to fund a tender for the company’s 7.5% senior secured second-lien notes due 2025.
Net proceeds from the exchangeable notes offering are expected to be $194.5 million.
Proceeds from the exchangeable notes offering will be used for general corporate purposes.
Spirit AeroSystems is a Wichita, Kan.-based aerostructures manufacturer.
| Issuer: | Spirit AeroSystems Inc.
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| Guarantors: | Spirit AeroSystems Holdings Inc. and Spirit AeroSystems North Carolina Inc.
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| Amount: | $200 million
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| Greenshoe: | $30 million
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| Issue: | Exchangeable senior notes
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| Maturity: | Nov. 1, 2028
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| Bookrunners: | Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities Inc. and Citigroup Global Markets Inc.
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| Coupon: | 3.25%
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| Price: | Par
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| Yield: | 3.25%
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| Exchange premium: | 32.5%
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| Exchange price: | $29.15
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| Exchange rate: | 34.3053
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| Call options: | Non-callable until Nov. 6, 2026 and then subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | Nov. 8
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| Settlement date: | Nov. 13
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| Distribution: | Rule 144A
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| Talk: | Coupon of 3.25% to 3.75% and initial exchange premium of 27.5% to 32.5%
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| Stock symbol: | NYSE: SPR
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| Stock price: | $22 in concurrent offering
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| Market capitalization: | $2.43 billion
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