Spirit AeroSystems (SPR) Prices 9.09M Share Offering at $22/sh

November 9, 2023 5:40 AM EST

Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") announced today the pricing of its underwritten public offering of 9,090,909 shares of its Class A common stock at a price to the public of $22.00 per share. The gross proceeds from the offering are expected to be approximately $200 million before deducting underwriting discounts and commissions and offering expenses payable by the Company. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,363,636 shares of Class A common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on November 13, 2023, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering for general corporate purposes.

Concurrently with the offering of Class A common stock, Spirit AeroSystems, Inc., a wholly-owned subsidiary of the Company, also announced today the pricing of its previously announced offering, pursuant to an offering memorandum in reliance upon exemptions from registration under the Securities Act of 1933, of $200 million aggregate principal amount of 3.250% exchangeable senior notes that will mature in 2028 (the "Exchangeable Notes"), plus up to an additional $30 million aggregate principal amount of Exchangeable Notes that the initial purchasers of the Exchangeable Notes have the option to purchase from Spirit AeroSystems, Inc. The completion of the offering of Class A common stock is not contingent on the completion of the offering of the Exchangeable Notes, and the completion of the offering of the Exchangeable Notes is not contingent on the completion of the offering of Class A common stock.

Morgan Stanley, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as joint active book-running managers and BofA Securities and Citigroup are acting as joint book-running managers of the offering.

The offering of Class A common stock is being made only by means of a prospectus supplement and the accompanying prospectus, copies of which, when available, may be obtained from the office of the following: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

The shares of Class A common stock will be issued pursuant to an effective shelf registration statement on Form S-3. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.



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