WICHITA, Kan., Oct. 26, 2020 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. (NYSE:SPR) (the "Company") today
announced that it 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
U.S. GAAP basis, the net pension liabilities of the Shorts pension
scheme to be assumed by Spirit are approximately $300 million (measured as of September 30, 2020). Shorts is also a party to a
repayable investment agreement with the UK'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). At signing on
October 31, 2019, Spirit reported
that the Acquisition had a total enterprise valuation of
$1,090 million. The Amendment reduces
the total enterprise valuation to $865
million.
"This acquisition accelerates our strategic transformation by
increasing our Airbus content with the A220 composite wing and
growing our aftermarket business," said Spirit AeroSystems
President and Chief Executive Officer Tom
Gentile. "The transaction secures Spirit's position as the
world's leader in composite structures for aircraft and as one of
the leaders in integrated wing technologies. As with the rest of
the aerostructures industry, performance will be adversely impacted
due to COVID-19 for the coming years, but we worked closely with
Bombardier on a mutually agreeable price reduction that mitigates
this impact. Going forward, we look forward to becoming one of
Bombardier's largest suppliers."
As of today's date, the conditions to the closing of the
Acquisition have been satisfied. The parties expect to close the
Acquisition on Oct. 30, 2020.
On the web: www.spiritaero.com
On Twitter: @SpiritAero
About Spirit AeroSystems Inc.
Spirit
AeroSystems designs and builds aerostructures for both commercial
and defense customers. With headquarters in Wichita, Kansas, Spirit operates
sites in the U.S., U.K., France and Malaysia. The company's
core products include fuselages, pylons, nacelles and wing
components for the world's premier
aircraft. Spirit AeroSystems focuses
on affordable, innovative
composite and aluminum manufacturing solutions to support customers
around the globe. More information is available
at www.SpiritAero.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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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SOURCE Spirit AeroSystems