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2020-10-30
2020-10-30
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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 30, 2020
Spirit
AeroSystems Holdings, Inc.
(Exact name of registrant as specified
in its charter)
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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:
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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.
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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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Exhibit 10.2
Date 16 October 2020
bombardier
inc.
bombardier
aerospace uk limited
bomBardier
finance inc.
bombardier
services corporation
Spirit
aerosystems global holdings limited
and
Spirit
aerosystems, inc.
deed
of amendment
to
the
share
purchase agreement dated 31 october 2019
Macfarlanes LLP
20 Cursitor Street
London EC4A 1LT
DATE
16 October 2020
PARTIES
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1
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BOMBARDIER INC., a company incorporated under the laws of Canada with company number 8369470
and with registered office at 800, boulevard René-Lévesque West, Montréal, Québec, H3B 1Y8, Canada
(“BI”);
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2
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BOMBARDIER AEROSPACE UK LIMITED, a company registered in England and Wales with company
number 02873601 and with registered office at Suite 1, 3rd Floor, 11-12 St. James’s Square, London, SW1Y 4LB (“BAUK”);
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3
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BOMBARDIER FINANCE INC., a company incorporated under the laws of Canada with company number
134209238 and with registered office at 800, boulevard René-Lévesque West, Montréal, Québec, H3B 1Y8,
Canada (“BFI”);
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4
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BOMBARDIER SERVICES CORPORATION, a company incorporated in the United States of America
with company number 2288053 and with registered office at One Learjet Way, Wichita, KS 67209, USA (“BSC”);
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5
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SPIRIT AEROSYSTEMS GLOBAL HOLDINGS LIMITED, a company registered in England and Wales with
company number 11330860 and with registered office at Tower Bridge House, St Katherine’s Way, London, E1W 1AA (“Spirit”);
and
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6
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SPIRIT AEROSYTEMS, INC., a Delaware corporation with company number 3778057 and whose principal
place of business is at 3801 South Oliver Street, Wichita, KS 67210, USA (“SAI”).
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BACKGROUND
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A
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Under the terms of a sale and purchase agreement entered into on 31 October 2019 (the “SPA”)
between the Parties, subject to certain conditions being met, Spirit agreed to acquire the entire issued share capital of Short
Brothers Plc (“SB PLC”) from BAUK (“Project Atlantic”).
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B
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Clause 3.4 of the SPA provided that, on completion of Project Atlantic (“Completion”),
Spirit shall procure that an amount equal to £100m (the “Special Contribution”) is paid to the Short Brothers
Pension Scheme (“SBPS”). Under Clause 4.1(e) of the SPA, Completion is conditional on the triennial valuation
of the SBPS as at 31 December 2018 being agreed and finalised by SB PLC and Short Brothers Pension Trustee Limited (the “Trustee”)
on a basis consistent with the terms of a Memorandum of Understanding entered into between BI, Spirit and the Trustee (the “MoU
Parties”) on 31 October 2019 (the “MoU”).
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C
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The MoU is non-legally binding and sets out the MoU Parties’ understanding and intentions
at the time it was entered into in connection with the SBPS in the event that Spirit is successful in acquiring the entire issued
share capital of SB PLC. Under Clause 4.3 of the MoU, subject to Completion (referred to as “Closing” in the MoU),
Spirit agreed to procure the payment of the Special Contribution to the SBPS.
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D
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Clause 6.2.5 of the MoU further provided that the Parties intended the core deficit reduction contributions
payable to the SBPS by SB PLC (as agreed at the 2015 actuarial valuation) to continue until 30 June 2025 subject to a reassessment
at the 2021 actuarial valuation of the SBPS.
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E
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Following discussions between the MoU Parties, on or around the date of this Deed, the MoU Parties
have entered into an agreement to vary the MoU which provides, amongst other things, for:
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(i)
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the deferral of the payment of the Special Contribution so that the Special Contribution is payable
on the first anniversary of Completion; and
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(ii)
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the provision, with effect from Completion, of a parent company guarantee (generally capped at
£112,400,000) for the benefit of the SBPS by SAI.
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F
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Clause 31 of the SPA provides that the SPA may be altered by agreement in writing duly executed
by each Party that refers to the SPA. Having regard to the amendments made to the MoU as referred to at Recital E above, the Parties
wish to amend certain provisions of the SPA that relate to the SBPS.
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OPERATIVE PROVISIONS
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1
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Words and expressions used in this Deed shall have the same meanings as set out in the SPA, except
where they are defined specifically for this Deed.
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2
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Pursuant to Clause 31 of the SPA and with effect from the date of this Deed, the Parties hereby
amend the SPA as follows:
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2.1
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by adding a new definition of “SBPS Guarantee” in the appropriate place at Clause 1.1
of the SPA:
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“SBPS Guarantee means
the guarantee (generally capped at £112,400,000) to be provided by the US Buyer for the benefit of the Short Brothers Pension
Scheme in the form appended to this Agreement at Schedule 15”;
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2.2
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by replacing the definition of “Pension Scheme MoU” at Clause 1.1 of the SPA with the
following:
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“Pension Scheme MoU
means the memorandum of understanding in connection with the Short Brothers Pension Scheme entered into between BI, the UK Buyer
and the Pension Scheme Trustee on or about the date of this Agreement as amended from time to time by agreement of those parties”;
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2.3
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by replacing Clause 3.4 of the SPA with the following:
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“3.4 By or before
the first anniversary of Completion, the UK Buyer shall procure that:
(a) Shorts is put in funds
to enable Shorts to pay to the Short Brothers Pension Scheme an amount either equal to £100,000,000 (the Pension Scheme
Amount), or such lesser amount as is agreed by the Buyer, BI and the Pension Scheme Trustee; and
(b) Shorts pays the Pension
Scheme Amount to the Short Brothers Pension Scheme.”;
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2.4
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by adding a new Clause 3.4A of the SPA immediately after the existing Clause 3.4 (as replaced above)
as follows:
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“3.4A The
US Buyer shall procure that it executes and delivers the SBPS Guarantee at Completion”;
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2.5
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by making the following amendments to Schedule 5 of the SPA:
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2.5.1
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by deleting the “and” at the end of Schedule 5, paragraph 2(a)(viii) of the
SPA;
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2.5.2
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by deleting the full stop at the end of Schedule 5, paragraph 2(b) and replacing it with “;
and”; and
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2.5.3
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by adding a new paragraph 2(c) to Schedule 5 as follows:
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“(c)
deliver to the Pension Scheme Trustee the duly executed SBPS Guarantee.”; and
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2.6
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by adding a new Schedule 15 to the SPA in the form of the schedule included at Appendix A to this
Deed.
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Any provisions
of the SPA not expressly varied by this Deed shall remain in full force and effect on their existing terms.
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4.1
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The provisions of clauses 31 (Alterations), 32 (Counterparts), 35 (Agreement binding),
36 (Rights of Third Parties) and 38 (Notices) to 42 (Service of Process) of the SPA shall be deemed to be
incorporated into this Deed, save that references therein to “this Agreement” shall be deemed to be references to this
Deed.
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4.2
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This Deed shall be presumed to be delivered and is intended by the Parties to be a deed (and shall
take effect as a deed) only when and not before it is dated.
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IN WITNESS whereof the Parties have
executed this Deed as a deed on the date shown on page one.
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EXECUTED
as a deed by: BOMBARDIER INC.
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acting
by: Jean-Philippe Côté and Christian Poupart
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/s/
Jean-Philippe Côté
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Name:
Jean-Philippe Côté
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Title:
Head, Integration
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/s/
Christian Poupart
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Name:
Christian Poupart
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Title:
Head Legal
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under
a power of attorney dated: 30 October 2019
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in
the presence of:
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/s/
Jenna La Ricca
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Jenna
La Ricca
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XXXXX
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XXXXX
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Student
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EXECUTED
as a deed by: BOMBARDIER AEROSPACE UK LIMITED
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acting
by: Jean-Philippe Côté and Christian Poupart
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/s/
Jean-Philippe Côté
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Name:
Jean-Philippe Côté
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Title:
Head, Integration
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/s/
Christian Poupart
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Name:
Christian Poupart
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Title:
Head Legal
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under
a power of attorney dated: 13 October 2020
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in
the presence of:
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/s/
Jenna La Ricca
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Jenna
La Ricca
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XXXXX
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XXXXX
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Student
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EXECUTED
as a deed by: BOMBARDIER FINANCE INC.
acting
by: Jean-Philippe Côté and Christian Poupart
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/s/ Jean-Philippe Côté
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Name: Jean-Philippe Côté
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Title: Head, Integration
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/s/ Christian Poupart
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Name: Christian Poupart
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Title: Head Legal
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under
a power of attorney dated: 30 October 2019
in
the presence of:
Jenna La Ricca
XXXXX
XXXXX
Student
EXECUTED
as a deed by: BOMBARDIER SERVICES CORPORATION
acting
by: Jean-Philippe Côté and Christian Poupart
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/s/
Jean-Philippe Côté
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Name:
Jean-Philippe Côté
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Title:
Head, Integration
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/s/
Christian Poupart
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Name:
Christian Poupart
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Title:
Head Legal
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under
a power of attorney dated: 30 October 2019
in
the presence of:
Jenna La Ricca
XXXXX
XXXXX
Student
EXECUTED
as a deed by: SPIRIT AEROSYSTEMS GLOBAL HOLDINGS LIMITED
acting
by a duly authorised signatory
Authorised
signatory
in
the presence of:
Witness
signature
Witness
name: Sandye Bollinger
Witness
address: XXXXX
XXXXX
Witness
occupation: Finance Program Controller
EXECUTED
as a deed by: SPIRIT AEROSYSTEMS, INC.
acting by a duly authorised signatory
Authorised
signatory
APPENDIX
A
“SCHEDULE
15
SBPS
Guarantee
Exhibit 99.1
Spirit AeroSystems Completes
Acquisition of Select Assets of Bombardier Aerostructures and Aftermarket Services Businesses
WICHITA, Kan., Oct.
30, 2020 -- Spirit AeroSystems Holdings, Inc. (NYSE: SPR) (“Spirit
AeroSystems”) announced today it has completed, through its wholly-owned subsidiaries Spirit AeroSystems, Inc. (“Spirit”)
and Spirit AeroSystems Global Holdings Limited (“Spirit UK”), its acquisition of select assets of Bombardier aerostructures
and aftermarket services businesses in Belfast, Northern Ireland (known as Short Brothers); Casablanca, Morocco; and Dallas, United
States.
“We are excited to finalize
this strategic and transformational acquisition,” said Spirit AeroSystems President and CEO Tom Gentile. “The
acquired sites bring expertise in engineering, innovation and advanced composites, and also aligns with our strategic
priorities. With the addition of these sites, Spirit acquires the entire work package for the A220 wing manufacturing
processes and technology, which are critical for the future of next-generation aircraft, and doubles our global
world-class aftermarket services business.”
The acquired Bombardier operations employ approximately 3,300
people at three sites comprising approximately 3.4 million square feet. The backlog of work includes long-term contracts on the
Airbus A220 and Bombardier business jets, along with world-class aftermarket services at two of the acquired sites.
At closing, Spirit/Spirit UK paid $275 million to Bombardier,
and acquired certain liabilities as previously disclosed including the Short Brothers plc pension scheme and financial payment
obligations under a repayable investment agreement between Short Brothers and the United Kingdom’s Department for Business,
Energy and Industrial Strategy. On the first anniversary of closing, Spirit will make a special
contribution of £100 million (approximately $130 million) to the Shorts pension scheme. The total enterprise valuation
of the acquisition is $865 million.
Contact information:
Media: Molly Edwards, (316) 523-2479, molly.edwards@spiritaero.com
Investor Relations: (316) 523-7040
Aaron Hunt, aaron.w.hunt@spiritaero.com
Ryan Avey, ryan.d.avey@spiritaero.com
On the web: www.spiritaero.com
About Spirit AeroSystems
Spirit
AeroSystems designs and builds aerostructures for both commercial and defense customers, focusing on affordable, innovative composite
and aluminum manufacturing solutions to support customers around the globe. With headquarters in Wichita, Kansas, Spirit operates
sites in the U.S., U.K., Malaysia and Morocco. The company's core products include fuselages, pylons, nacelles and wing components
for the world's premier aircraft. More information is available at www.spiritaero.com
###