|
Quotes & Info
|
| SPR > SEC Filings for SPR > Form 8-K on 1-Oct-2009 | All Recent SEC Filings |
1-Oct-2009
Entry into a Material Definitive Agreement
Year Redemption Price
2013 103.750 %
2014 101.875 %
|
If a change of control of Spirit occurs, each holder shall have the right to
require that Spirit repurchase all or a portion of such holder's Notes at a
purchase price of 101% of the principal amount thereof, plus accrued and unpaid
interest and additional interest, if any, to the date of repurchase.
The Notes are fully and unconditionally guaranteed, jointly and severally, on
a senior unsecured basis by the Company and Spirit's existing and future
domestic subsidiaries that guarantee Spirit's obligations under Spirit's senior
secured credit facility.
The Notes are Spirit's senior unsecured obligations and rank equal in right
of payment with all of Spirit's and the guarantors' other existing and future
senior indebtedness. The Notes are senior in right of payment to all of Spirit's
and the guarantors' existing and future indebtedness that is by its terms
expressly subordinated to the Notes and the guarantees. The Notes are
effectively subordinated in right of payment to all of Spirit's and the
guarantors' secured indebtedness to the extent of the value of the assets
securing such indebtedness, including obligations under Spirit's senior secured
credit facility, which is secured by substantially all of the assets of Spirit
and the guarantors.
The Indenture contains covenants that limit Spirit's, the Company's and
certain of Spirit's subsidiaries' ability, subject to certain exceptions and
qualifications, to (i) incur additional debt; (ii) pay dividends, redeem stock
or make other distributions, (iii) repurchase equity securities, prepay
subordinated debt or make certain investments, (iv) make other restricted
payments and investments, (v) issue certain disqualified stock and preferred
stock, (vi) create liens without granting equal and ratable liens to the holders
of the Notes, (vii) enter into sale and leaseback transactions, (viii) merge,
consolidate or transfer or dispose of all or substantially all of their assets,
(ix) enter into certain types of transactions with affiliates and (x) sell
assets. These covenants are subject to a number of qualifications and
limitations. In addition, the Indenture limits Spirit's, the Company's and the
guarantor subsidiaries' ability to engage in businesses other than businesses in
which such companies are engaged on the date of issuance of the Notes and
related businesses.
In addition, the Indenture provides for customary events of default which
include (subject in certain cases to customary grace and cure periods), among
other things: failure to make payments on the Notes when due, failure to comply
with covenants under the Indenture, failure to pay certain other indebtedness or
acceleration of maturity of certain other indebtedness, failure to satisfy or
discharge certain final judgments and occurrence of certain bankruptcy events.
If an event of default occurs, the trustee or holders of at least 25% of the
aggregate principal amount of the then outstanding Notes may, among other
things, declare the entire outstanding balance of principal of and interest on
all outstanding Notes to be immediately due and payable. If an event of default
involving certain bankruptcy events occurs, payment of principal of and interest
on the Notes will be accelerated without the necessity of notice or any other
action on the part of any person.
The Notes and the related guarantees have not been registered under the
Securities Act and may not be offered or sold in the United States without
registration or an applicable exemption from registration requirements. This
Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any offer, solicitation or
sale of, the Notes or the related guarantees in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In connection with the sale of the Notes, Spirit, the Company and Spirit's
guarantor subsidiaries entered into a registration rights agreement, dated as of
September 30, 2009 (the "Registration Rights Agreement"), with Banc of America
Securities LLC ("BAS") and the other initial purchasers of the Notes named
therein (collectively, the "Initial Purchasers"). Under the Registration Rights
Agreement, Spirit, the Company and Spirit's guarantor subsidiaries agreed to
file a registration statement with respect to an offer to exchange the notes for
a new issue of substantially identical notes registered under the Securities Act
within 180 calendar days after the closing of the sale of the Notes (the
"Closing Date"). Spirit, the Company and Spirit's guarantor subsidiaries also
agreed to use their reasonable best efforts to cause the exchange offer
registration statement to be declared effective by the U.S. Securities and
Exchange Commission (the "SEC") within 240 days after the Closing Date, to keep
the exchange offer registration statement effective until the closing of the
exchange offer and to use their reasonable best efforts to consummate the
exchange offer within 360 days after the Closing Date. Spirit and the guarantors
may also be required to file a shelf registration statement to cover resales of
the Notes under certain circumstances. If Spirit, the Company and Spirit's
guarantor subsidiaries fail to satisfy these obligations, the Company may be
required to pay holders of the Notes additional interest at a rate of 0.25% per
annum of the principal amount thereof for each 90-day period or portion thereof
during which these obligations remain unsatisfied, for a maximum increase in the
interest rate of 1.0% per annum of the principal amount thereof, until all
registration defaults have been cured.
The foregoing description of the Registration Rights Agreement is a summary
and is qualified in its entirety by reference to the Registration Rights
Agreement, which is filed as Exhibit 4.3 hereto.
Certain of the Initial Purchasers and certain of their affiliates have
provided and may in the future provide financial advisory, investment banking
and commercial banking services in the ordinary course of business to Spirit,
the guarantors and certain of their affiliates, for which they receive customary
fees and expense reimbursement. In addition, affiliates of one or more of the
Initial Purchasers are lenders and/or agents under Spirit's senior secured
credit facility and as such all entitled to be repaid from the proceeds of the
offering of the Notes used to repay the senior secured credit facility and will
receive their pro rata portion of such repayment.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
Item 8.01 Other Events.
On September 30, 2009, the Company issued a press release announcing the
closing of its sale of the Notes. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture dated as of September 30, 2009, governing the 71/2% Senior Notes
due 2017, by and among Spirit, the guarantors identified therein and The
Bank of New York Mellon Trust Company, N.A.
4.2 Form of 71/2% Senior Note due 2017 (included as Exhibit A to Exhibit 4.1).
4.3 Registration Rights Agreement, dated as of September 30, 2009, among Spirit, the guarantors identified therein, Banc of America Securities LLC and the other initial purchasers of the Notes named therein.
99.1 Press Release dated September 30, 2009.
|
|