赫氏美股招股说明书(2025-02-13版)

Hexcel Corporation5.875% Senior Notes due 2035 We are issuing $300,000,000 aggregate principal amount of our 5.875% Senior Notes due 2035 in this offering (the“notes”). The interest rate payable on the notes will be subject to adjustments from time to time if either Moody’s or S&P (or asubstitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the notesas described herein under “Description of the Notes—Interest Rate Adjustment.” Interest on the notes will be payablesemiannually in arrears on February 26 and August 26 of each year, beginning on August 26, 2025. The notes will mature onFebruary 26, 2035 unless redeemed or repurchased prior to such date. We may, at our option, at any time and from time to time,redeem all or any portion of the notes at the cash prices therefor described herein. If a Change of Control Repurchase Eventoccurs, unless we have exercised our option to redeem the notes in full, we will be required, subject to certain exceptionsdescribed herein, to make an offer to each holder of notes to repurchase all (or, at the election of such holder, any part) of suchholder’s notes for cash at a price equal to 101% of the principal amount of the notes to be repurchased plus unpaid interest, if any,accrued thereon to, but excluding, the repurchase date. The notes will be our unsecured and unsubordinated indebtedness and will rank equally with each other and with all of ourother existing and future unsecured and unsubordinated indebtedness. However, the notes will be effectively subordinated in rightof payment to our secured indebtedness to the extent of the value of the collateral securing such indebtedness and to all liabilities,whether secured or unsecured, and any preferred equity of our subsidiaries, other than indebtedness of any wholly-ownedsubsidiaries that are incorporated or organized under the laws of the United States of America, any state thereof or the District ofColumbia (“wholly-owned domestic subsidiaries”) that may guarantee the notes in the future. Initially, the notes will not be guaranteed by any of our subsidiaries. In the future, however, if any of our wholly-owneddomestic subsidiaries, guarantees, or otherwise becomes obligated with respect to, certain of our debt (as described herein under“Description of the Notes—Possible Future Guarantees”), then such subsidiary will be required to provide a guarantee ourobligations under the notes. Investing in the notes involves significant risks. See “Risk Factors” beginning on page S-5 of this prospectussupplement and on page 2 of the accompanying prospectus, as well as “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference in this prospectus supplement and theaccompanying prospectus, before making a decision to invest in the notes. The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any nationalsecurities exchange or to have the notes quoted on any automated dealer quotation system. Neither the U.S. Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository TrustCompany and its direct and indirect participants, including Euroclear Bank S.A/N.V., as operator of the Euroclear System, andClearstream Banking S.A., against payment in New York, New York on or about February 26, 2025. Joint-Book Running Managers BofA Securities J.P. Morgan US Bancorp PNC Capital Markets LLC The date of this prospectus supplement is February 11, 2025. TABLE OF CONTENTS TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementS-iiForward-Looking StatementsS-iiiSummaryS-1Risk FactorsS-5Use of ProceedsS-9CapitalizationS-10Description of the NotesS-11Book-Entry SystemS-28Certain U.S. Federal Income Tax ConsiderationsS-31Underwriting (Conflicts of Interest)S-35Validity of the NotesS-40ExpertsS-41Incorporation by ReferenceS-42 About this ProspectusiiForward-Looking StatementsiiiThe Company1Risk Factors2Use of Proceeds3Securities We May Offer3Description of Debt Securities4Description of Capital Stock6Plan of Distribution10Legal Matters12Experts12Where You Can Find More Information13 You should rely only on the information contained or incorporated by reference in this prospectus supplementor the accompanying prospectus and, if applicable, any free writing prospectus we may provide you in connectionwith this offering. We have not, and the underwriters have not, authorized anyone to provide you with any additionalor different information. We are not, and the underwriters are not, making an offer to sell these securitie