Onex to give up voting contol of Spirit AeroSystems in secondary sale

Spirit AeroSystems Holdings Inc (NYSE: SPR) has priced a previously announced secondary offering of 8.2 million common shares at US$32.45 per share. The shares are being offered by Canadian private equity firm Onex Corp and current and former members of management. Following completion of the transaction, Onex will no longer maintain voting control of Spirit AeroSystems, which it acquired in 2005. Based in Wichita, Kansas, the company is a global supplier of large component parts and assemblies for commercial aerostructures. It went public in November 2006.


Spirit AeroSystems Announces Pricing of Public Stock Offering by Existing Holders

WICHITA, Kan., June 4, 2014 /PRNewswire/ — Spirit AeroSystems Holdings, Inc. SPR +4.31% (the “Company”) today announced the pricing of a previously announced public secondary offering of 8,168,351 shares of the Company’s class A common stock by selling stockholders at a public offering price of $32.45 per share. The Company will not receive any proceeds from the offering. The shares are being offered by affiliates of Onex Corporation (“Onex”) and current and former members of management of the Company. Onex will no longer maintain voting control of the Company following the completion of this offering. The shares are being offered pursuant to an automatic shelf registration statement on Form S-3 filed on June 4, 2014 with the U.S. Securities
and Exchange Commission (“SEC”).

As previously announced, the Company will repurchase from the underwriters 4,000,000 of the 8,168,351 shares of the Company’s class A common stock that are the subject of the offering concurrently with, and subject to, the closing of the offering. The Company’s per-share purchase price for the repurchased shares will be the same as the per-share purchase price payable by the underwriters to the selling stockholders. The repurchased shares will no longer be outstanding following completion of the offering. The Company expects to fund the share repurchase with cash on hand.

Morgan Stanley and Barclays are acting as underwriters for the offering. The offering is expected to close on June 10, 2014, subject to customary closing conditions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering will be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus department: 180 Varick Street, 2nd Floor, New York, NY 10014 or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, , (888) 603-5847, and from the SEC’s website at , when

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995 : This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements related to the secondary offering of shares of class A common stock. These forward-looking statements involve known and unknown risks, uncertainties and other factors discussed in the Company’s filings with the SEC. Any forward-looking statements speak only as of the date of this press release and, except to the extent required by applicable securities laws, Spirit AeroSystems Holdings, Inc. expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If Spirit AeroSystems Holdings, Inc. does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. For additional information concerning risks, uncertainties and other factors that may cause actual results to differ from those anticipated in the forward-looking statements, and risks to Spirit AeroSystems Holdings, Inc.’s business in general, please refer to the Company’s SEC filings.

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SOURCE Spirit AeroSystems Holdings, Inc

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