Current Report Filing (8-k)
October 26 2020 - 8:12AM
Edgar (US Regulatory)
0001364885
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0001364885
2020-10-26
2020-10-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October
26, 2020
Spirit
AeroSystems Holdings, Inc.
(Exact name
of registrant as specified in its charter)
Delaware
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001-33160
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20-2436320
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3801 South Oliver, Wichita, Kansas 67210
(Address of
principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (316) 526-9000
Not Applicable
(Former name or former address if changed
since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A Common Stock, par value $0.01 per share
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SPR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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.
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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SPIRIT
AEROSYSTEMS HOLDINGS, INC.
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Date: October 26, 2020
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By:
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/s/ Stacy Cozad
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Name:
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Stacy Cozad
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Title:
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Senior Vice President, General Counsel, Corporate
Secretary
and Chief Compliance Officer
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