Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2020, Spirit AeroSystems Holdings, Inc. (the "Company") entered
into an amendment (the "Amendment") to the definitive agreement between Spirit
AeroSystems, Inc. ("Spirit") and Spirit AeroSystems Global Holdings Limited
("Spirit UK"), wholly owned subsidiaries of the Company, and Bombardier Inc.,
Bombardier Aerospace UK Limited, Bombardier Finance Inc. and Bombardier Services
Corporation (collectively, the "Bombardier Sellers") pursuant to which Spirit UK
will acquire the outstanding equity of Short Brothers plc ("Shorts") and
Bombardier Aerospace North Africa SAS ("BANA"), and Spirit will acquire
substantially all the assets of the maintenance, repair and overhaul business in
Dallas, Texas and assume certain liabilities of Shorts and BANA (the
"Acquisition").
The Amendment reduces the net proceeds purchase price payable to the Bombardier
Sellers from $500 million to $275 million. Spirit will continue to make a
special contribution of £100 million (approximately $130 million) to the Shorts
pension scheme on the first anniversary of closing. On a basis consistent with
U.S. generally accepted accounting principles ("GAAP"), the net pension
liabilities of the Shorts pension scheme to be assumed by Spirit will be
approximately $300 million (measured as of September 30, 2020). Shorts is also a
party to a repayable investment agreement with the United Kingdom's Department
for Business, Energy and Industrial Strategy, and Spirit will, at closing,
assume Shorts' financial payment obligations under this agreement, which are
approximately $290 million on a U.S. GAAP basis (measured as of September 30,
2020).
As of October 26, 2020, the conditions to the closing of the Acquisition have
been satisfied and the parties expect to close the Acquisition on October 30,
2020.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which is filed as an exhibit hereto.
Item 7.01 Regulation FD Disclosure.
On October 26, 2020, the Company issued a press release announcing the entering
into of the Amendment. A copy of the press release containing the announcement
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
under that Section, nor shall it be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment, dated as of October 26, 2020, by and among Spirit
AeroSystems, Inc, and
Spirit AeroSystems Global Holdings Limited, and Bombardier Inc.,
Bombardier Aerospace UK Limited,
Bombardier Finance Inc. and Bombardier Services Corporation
99.1 Press release dated October 26, 2020
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101).
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" that may
involve many risks and uncertainties. Forward-looking statements generally can
be identified by the use of forward-looking terminology such as "aim,"
"anticipate," "believe," "could," "continue," "estimate," "expect," "goal,"
"forecast," "intend," "may," "might," "objective," "outlook," "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, without limitation,
the timing and conditions surrounding the return to service of the 737 MAX and
any related impacts on our production rate; our reliance on Boeing for a
significant portion of our revenues; our ability to execute our growth strategy,
including our ability to complete and integrate our announced Bombardier
acquisition; our ability to accurately estimate and manage performance, cost,
and revenue under our contracts; demand for our products and services and the
effect of economic or geopolitical conditions in the industries and markets in
which we operate in the U.S. and globally; our ability to manage our liquidity,
borrow additional funds or refinance debt; the impact of the COVID-19 pandemic
on our business and operations, including on the demand for our and our
customers' products and services, on trade and transport restrictions, on the
global aerospace supply chain, on our ability to retain the skilled work force
necessary for production and development and generally on our ability to
effectively manage the impacts of the COVID-19 pandemic on our business
operations; and other factors disclosed in our filings with the Securities and
Exchange Commission. 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. 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.
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