Spirit AeroSystems makes cash tender offer for outstanding 7.5% senior notes due 2017

5 March 2014

Spirit AeroSystems Holdings, Inc. (NYSE: SPR) said its subsidiary Spirit AeroSystems, Inc. has commenced an offer to purchase for cash any and all of the USD300m outstanding principal amount of its 7.5 percent senior notes due 2017.

In conjunction with the tender offer, Spirit is soliciting consents to effect certain proposed amendments to the indenture governing the notes. The total consideration to be paid for each USD1,000 principal amount of the notes tendered will be USD1,041.25.

The total consideration for the notes includes a consent payment of USD30.00 per USD1,000 principal amount, which is payable only to holders who tender their notes and validly deliver their consents prior to the consent date of 5: 00 p.m., New York City time, on March 17, 2014, unless terminated or extended.

Holders who tender their notes after the consent date but prior to the expiration date of 11: 59 p.m., New York City time, on March 31, 2014, will receive the tender offer consideration, which is the total consideration minus the consent payment.

Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the applicable payment date.

Spirit is soliciting consents to the proposed amendments to the indenture governing the notes to eliminate most of the covenants and certain default provisions applicable to the Notes. Adoption of the proposed amendments to the indenture requires the consent of the holders of at least a majority in aggregate principal amount of the notes outstanding.

BofA Merrill Lynch is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The depositary and information agent for the tender offer is Global Bondholder Services Corp.

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