Current Report Filing (8-k)
October 30 2020 - 8:45AM
Edgar (US Regulatory)
0001364885
false
0001364885
2020-10-30
2020-10-30
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xbrli:shares
iso4217:USD
xbrli:shares
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 30, 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
2.01 Completion of Acquisition or Disposition of Assets.
On
October 30, 2020 (the “Closing Date”), Spirit AeroSystems Holdings, Inc. (the “Company”), through its
wholly-owned subsidiaries, Spirit AeroSystems, Inc. (“Spirit”) and Spirit AeroSystems Global Holdings Limited (“Spirit
UK”), completed its previously announced acquisition of the outstanding equity of Short Brothers plc (“Shorts”)
and Bombardier Aerospace North Africa SAS (“BANA”), and substantially all the assets of the maintenance, repair and
overhaul business in Dallas, Texas (the “Acquisition”) from Bombardier Inc., Bombardier Aerospace UK Limited, Bombardier
Finance Inc. and Bombardier Services Corporation (collectively, the “Bombardier Sellers”) pursuant to the Share Purchase
Agreement between Spirit, Spirit UK and the Bombardier Sellers (as amended, the “Purchase Agreement”). On the Closing
Date, the parties also entered into certain ancillary agreements, as described in the Purchase Agreement.
To
complete the Acquisition, the Company, through Spirit and Spirit UK, paid the Bombardier Sellers $275 million in net
proceeds, and, as of the Closing Date, assumed liabilities including the Shorts Brothers Pension Scheme (the “Shorts
Pension”), which has net pension liabilities of approximately $300 million, and the financial payment obligations under
a repayable investment agreement between Shorts and the United Kingdom’s Department for Business, Energy and Industrial
Strategy (“BEIS”) of approximately $290 million (the “RLI”), in each instance measured as of
September 30, 2020 on a basis consistent with U.S. generally accepted accounting principles.
The
RLI requires the repayment of levies to BEIS upon delivery of each A220 shipset to the customer. The RLI contains usual and customary
affirmative and negative covenants for facilities and transactions of this type and that, among other things, restrict the Company’s,
Spirit’s and Shorts’ ability to incur liens, guarantee obligations of third parties, or dispose of assets. These covenants
are subject to a number of qualifications and limitations. The RLI provides for customary events of default, including, but not
limited to, failure to pay the levies, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy
or insolvency involving the Company, Spirit or Shorts.
As
required by the Purchase Agreement, on the first anniversary of the Closing Date, Spirit will make a special contribution of £100
million (approximately $130 million) to the Shorts Pension. Spirit has also issued an evergreen parent guaranty of up to £112.4
million (approximately $140 million) for the benefit of the Shorts Pension.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Purchase Agreement, which is referenced in Item 9.01 and incorporated by reference or attached (as applicable).
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 in Item 2.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On October 30,
2020, the Company issued a press release announcing the closing of the Acquisition. 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.
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Description
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10.1††
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Agreement
for the Sale and Purchase of (1) the Entire Issued Share Capital of Short Brothers plc and Bombardier Aerospace North Africa SAS
and (2) Certain Other Assets, dated October 31, 2019, by and between Bombardier Inc., Bombardier Aerospace UK Limited, Bombardier
Finance Inc., Bombardier Services Corporation, Spirit AeroSystems Global Holdings Limited, and Spirit AeroSystems, Inc. (Incorporated
by reference to the registrant’s Annual Report on Form 10-K (File No. 001-33160), filed February 28, 2020, Exhibit 10.94).
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10.2*
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Deed of Amendment, dated as of
October 16, 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.
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10.3
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2nd
Deed of 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 (Incorporated
by reference to the registrant’s Current Report on Form 8-K (File No. 001-33160), filed October 26, 2020, Exhibit 10.1).
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99.1**
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Press
Release dated October 30, 2020.
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit
101).
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*
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Filed
herewith.
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**
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Furnished
herewith.
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††
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Indicates
that confidential portions of the exhibit have been omitted in accordance with the rules of the Securities and Exchange Commission.
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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 30, 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,
Chief Compliance Officer and Secretary
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