Spirit AeroSystems Holdings,Inc. (NYSE:SPR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December21, 2018, The Boeing Company (“Boeing”) and Spirit AeroSystems Holdings,Inc. (the “Company”), through its wholly owned subsidiary, Spirit AeroSystems,Inc. (“Spirit”), executed a Collective Resolution 2.0 Memorandum of Agreement (the “MOA”). The MOA establishes, among other items:
· Boeing’s agreement to provide consent to the Company’s acquisition of S.R.I.F. N.V., the parent company of Asco Industries, N.V.; and
· Release of liability and claims asserted by both parties related to Boeing 737 disruption activity and other matters.
The parties have agreed to negotiate and execute by January31, 2019 such additional documentation as may be necessary or desirable to implement the terms and conditions set forth in the MOA. A copy of the press release dated December27, 2018, announcing the MOA is attached as Exhibit99.1 to this report.
The foregoing description of the MOA does not purport to be complete and is qualified in its entirety by reference to the full text of the MOA that will be filed as an exhibit to the registrant’s Annual Report on Form10-K for the 2018 fiscal year, subject to certain omissions of confidential portions to a request for confidential treatment that will be filed separately with the Securities and Exchange Commission.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form8-K contains “forward-looking statements” that may involve many risks and uncertainties. Forward-looking statements reflect our current expectations or forecasts of future events. 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, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability and our suppliers’ ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft and expanding model mixes; 6) the effect on aircraft demand and build rates of changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result of global economic uncertainty or otherwise; 8) the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution of key milestones such as the receipt of necessary regulatory approvals, including our
ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation of our announced acquisition of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements with additional customers; 12) the ability of all parties to satisfy their performance requirements, including our ability to timely deliver quality products, under existing supply contracts with our two major customers, Boeing and Airbus, and other customers, and the risk of nonpayment by such customers; 13) any adverse impact on Boeing’s and Airbus’ production of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition of Asco on favorable terms or at all; 18) competition from or in-sourcing by commercial aerospace original equipment manufacturers and competition from other aerostructures suppliers; 19) the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the effect of changes in tax law, such as the effect of The Tax Cuts and Jobs Act that was enacted on December22, 2017, and changes to the interpretations of or guidance related thereto, and the Company’s ability to accurately calculate and estimate the effect of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components; 23) our ability to recruit and retain a critical mass of highly-skilled employees and our relationships with the unions representing many of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment of interest on, and principal of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness of any interest rate hedging programs; 28) the effectiveness of our internal control over financial reporting; 29) the outcome or impact of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) the consummation of our announced acquisition of Asco while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks of doing business internationally, including fluctuations in foreign current exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the accelerated stock repurchase, among other things. 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. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. 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. Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form10-K and Quarterly Reports on Form10-Q.
Spirit AeroSystems Holdings, Inc. Exhibit
EX-99.1 2 a18-42056_2ex99d1.htm EX-99.1 Exhibit 99.1 Spirit AeroSystems Signs MOA for Long-Term Agreement with Boeing WICHITA,…
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About Spirit AeroSystems Holdings,Inc. (NYSE:SPR)
Spirit AeroSystems Holdings, Inc. is a non-original equipment manufacturer (OEM) aircraft parts designer and manufacturer of commercial aero-structures. The Company is a supplier of aero-structures to The Boeing Company (Boeing) and Airbus S.A.S (Airbus). The Company operates through three segments: Fuselage Systems, Propulsion Systems and Wing Systems. It is engaged in production, including the majority of the airframe content for the Boeing B737. It is also a content supplier of wing systems for the Airbus A320 family. It is a supplier for the Airbus A380 and Airbus A350 XWB (Xtra Wide-Body). Its products include Fuselage Systems, Propulsion Systems and Wing Systems. The Company offers spares and replacement parts for B737 Classic, B737NG, B747, B757, B767, B777, Rolls-Royce BR725, A320, A330, A340 and A380. Its Maintenance, Repair and Overhaul at repair stations provide complete on-site repair and overhaul to support MRO services for B747, B767, B777, B787 and Rolls-Royce BR725.
