附件99.1

SPIRIT 航空系統公司宣佈現金到期和結果
對其任何和所有未償還的7.500高級擔保的投標報價
2025年到期的第二次留置權票據

堪薩斯州威奇托,2023年11月20日-SPIRIT航空系統控股公司[紐約證券交易所:SPR](“本公司”)今天宣佈其全資附屬公司SPIRIT AeroSystems,Inc.‘SPIRIT’(“SPIRIT”)‘S(“SPIRIT”)提出以現金購買(“投標 要約”)任何及所有SPIRIT於2025年到期的7.500%高級擔保第二留置權票據(CUSIPNo.85205T AL4)(“2025年第二留置權票據”)的到期日及結果。

本文所述投標要約是根據日期為2023年11月8日的購買要約(“購買要約”)和保證交貨的相關通知中規定的條款和條件 提出的。本公告中使用但未定義的大寫術語具有收購要約中賦予它們的含義。

投標報價於紐約時間2023年11月15日下午5點(該日期和時間,即“到期日”)到期。對於在到期日或之前交付保證交付通知和所有其他所需文件的持有人,根據購買要約和保證交付通知中規定的條款和條件,使用購買要約中規定的保證交付程序(“保證交付程序”)有效提交2025第二留置權票據的截止日期為紐約市時間2023年11月17日下午5:00 。要約的結算日期預計為2023年11月21日(“結算日”)。

根據投標要約的投標代理及資訊代理環球債券持有人服務公司提供的資料,截至到期日,2025年第二期留置權票據的本金總額為1,107,975,000元 已有效投標,但未被有效撤回。此外,2025年第二期留置權債券的本金總額為21.9萬美元 是根據保證交付程序進行投標的。下表提供了有關投標要約的某些信息 ,包括在到期日之前有效投標和未有效撤回的2025年第二留置權票據的本金總額 。

總體而言,SPIRIT計劃接受投標要約項下總計1,108,194,000美元的本金 第二留置權票據(包括根據保證的交付程序交付的2025第二留置權票據)。

筆記系列 CUSIP編號 集料
本金金額
傑出的
集料
本金
金額
招標及
已接受的
購買
招標
考慮事項(1)
2025年到期的7.500%高級擔保第二留置權票據 85205T AL4
(144A)
U84591 AD5
(記者S)
$1,200,000,000 $1,108,194,000 $1,007.80

(1) 反映2025年第二期留置權票據每1,000元本金的總對價。不包括應計但未支付的利息,該利息也將按照收購要約中的規定 支付。

2025年第二留置權票據持有人必須在截止日期 前有效投標而非有效撤回其2025年第二留置權票據,或提交保證交付通知並遵守相關程序,才有資格在結算日就2025年第二留置權票據的每1,000美元現金本金收取投標代價 。除投標對價外,持有2025年第二留置權票據並獲接納購買的持有人將獲得一筆現金付款,相當於該2025年第二留置權票據自上次付息日期 至(但不包括)結算日的應計及未付利息。所有接受的2025年第二次留置權票據,包括通過保證交付程序投標的票據,將於結算日停止計息。

摩根士丹利有限責任公司將擔任此次投標要約的獨家經銷商經理。全球債券持有人服務公司已被聘請為投標要約的投標和信息代理 。有關投標報價的問題,可致電摩根士丹利有限公司,電話:(800)624-1808(免費)或(212) 761-1057(收費)。購買要約的請求應直接發送到Global BondHolder Services Corporation(銀行或經紀人) (212)430-3774或(免費)(855)654-2015,或通過電子郵件聯繫@gbsc-usa.com。購買要約和有關保證交貨的通知可通過以下鏈接訪問:https://www.gbsc-usa.com/spirit/.

本新聞稿不應構成出售要約、購買要約、購買要約或出售任何證券的要約。本新聞稿和購買要約都不是出售要約或邀請購買任何證券的要約。投標要約僅根據購買要約且僅在適用法律允許的司法管轄區內提出。在要求投標要約必須由持牌經紀人或交易商提出的任何司法管轄區內,投標要約將被視為由交易商經理或根據該司法管轄區法律獲得許可的一個或多個註冊經紀人或交易商代表SPIRIT提出。

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聯繫人:

媒體: Forrest 戈塞特
(316) 371-6751
郵箱:forrest.s.gosett@spiratio.com
投資者關係: 瑞安·阿維
(316) 523-7040
電子郵箱:Investorrelations.com。

SPIRIT航空系統公司簡介

Spirit is one of the world’s largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the company’s core products include fuselages, integrated wings and wing components, pylons, and nacelles. Also, Spirit serves the aftermarket for commercial and business/regional jets. Headquartered in Wichita, Kansas, Spirit has facilities in the U.S., U.K., France, Malaysia and Morocco.

Cautionary Statement Regarding Forward-Looking Statements

Forward-looking statements reflect our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “should,” “target,” “will,” “would,” and other similar words. or phrases, or the negative thereof, unless the context requires otherwise. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to the following: our ability to complete the senior secured second lien notes offering on the terms contemplated, or at all, and our ability to complete the Tender Offer on the terms contemplated, or at all; the continued fragility of the global aerospace supply chain, including our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components, including increases in energy, freight, and other raw material costs as a result of inflation or continued global inflationary pressures; our ability and our suppliers’ ability, or willingness, to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates or model mix of aircraft under existing contractual commitments, including the ability or willingness to staff appropriately or expend capital for current production volumes and anticipated production volume increases; the ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities; our ability, and our suppliers’ ability, to attract and retain the skilled work force necessary for production and development in an extremely competitive market; the effect of economic conditions, including increases in interest rates and inflation, on the demand for our and our customers’ products and services, on the industries and markets in which we operate in the U.S. and globally, and on the global aerospace supply chain; the general effect of geopolitical conditions, including Russia’s invasion of Ukraine and the resultant sanctions being imposed in response to the conflict, including any trade and transport restrictions; the recent outbreak of war in Israel and the Gaza Strip and the potential for expansion of the conflict in the surrounding region, which may impact certain suppliers’ ability to continue production or make timely deliveries of supplies required to produce and timely deliver our products, and may result in sanctions being imposed in response to the conflict, including any trade and transport restrictions; our relationships with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes and work stoppages with respect to our union employees; the impact of significant health events, such as pandemics, contagions, or other public health emergencies (including the COVID-19 pandemic) or fear of such events, on the demand for our and our customers’ products and services, the industries, and the markets in which we operate in the U.S. and globally; the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft; our reliance on The Boeing Company (“Boeing”) and Airbus Group SE and its affiliates (collectively, “Airbus”) for a significant portion of our revenues; the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company; the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice, and the potential impact of regulatory approvals of existing and derivative models; our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs; our accounting estimates for revenue and costs for our contracts and potential changes to those estimates; our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers; the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions; competitive conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers; our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus and other customers; the possibility that our cash flows may not be adequate for our additional capital needs; any reduction in our credit ratings; our ability to access the capital or credit markets to fund our liquidity needs, and the costs and terms of any additional financing; our ability to avoid or recover from cyber or other security attacks and other operations disruptions; legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes; spending by the U.S. and other governments on defense; pension plan assumptions and future contributions; the effectiveness of our internal control over financial reporting; the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims; adequacy of our insurance coverage; our ability to continue selling certain receivables through supplier financing programs; our ability to effectively integrate recent acquisitions, along with other acquisitions we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions; and the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies. These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.