Spirit AeroSystems Holdings,Inc. (NYSE:SPR) Files An 8-K Entry into a Material Definitive Agreement
Item 2.02 Entry into a Material Definitive Agreement
As previously disclosed in a Current Report on Form 8-K (“Prior Report”) filed with the Securities and Exchange Commission (the “Commission”) on December 27, 2018, Spirit AeroSystems Holdings, Inc. (the “Company”), through its subsidiary Spirit AeroSystems, Inc. (“Spirit”), entered into a Memorandum of Agreement (the “MOA”), dated December 21, 2018, with The Boeing Company (“Boeing”). The Prior Report stated that the parties agreed to negotiate and execute, by January 31, 2019, such additional documentation as may be necessary or desirable to implement the terms and conditions set forth in the MOA. The information provided in Item 2.02 of the Prior Report is incorporated herein by reference.
On January 30, 2019, Boeing and the Company, through its wholly owned subsidiary, Spirit, executed the following agreements reflecting and implementing the terms of the MOA: Amendment #28 to the Special Business Provisions, as amended, with respect to the B787 program (the “787 Amendment #28”) and Amendment #40 to the Special Business Provisions, as amended with respect to the B737, B747, B767, and B777 programs (“Sustaining Amendment #40”). The material terms of 787 Amendment #28 and Sustaining Amendment #40 are consistent with the description of the MOA’s terms in the Prior Report.
The description in the Prior Report of the material terms of the MOA (and as incorporated by reference with respect to the 787 Amendment #28 and Sustaining Amendment #40) does not purport to be complete and is qualified in its entirety by reference to the full text of the MOA, 787 Amendment #28, and Sustaining Amendment #40 that will be filed as exhibits to the Company’s Annual Report on Form 10-K for the 2018 fiscal year or the Company’s Quarterly Report on Form 10-Q for the first quarter of 2019, as applicable, subject to certain omissions of confidential portions to requests for confidential treatment that will be filed separately with the Commission.
Item 2.02. Results of Operations and Financial Condition
On February1, 2019, Spirit AeroSystems Holdings,Inc. (the “Company”) issued a press release announcing the Company’s financial results for the twelve months ended December31, 2018. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form 8-K.
The information in Item 2.02, including the exhibit, shall not be deemed “filed” for purposes of Section18 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 2.02 Other Events
On May 1, 2018, the Company and its wholly-owned subsidiary Spirit AeroSystems Belgium Holdings BVBA (“Spirit Belgium”) entered into a definitive agreement (the “Purchase Agreement”) with certain private sellers to which Spirit Belgium will purchase all of the issued and outstanding equity of S.R.I.F. N.V., the parent company of Asco Industries N.V. (“Asco”) for $650.0 in cash, subject to certain customary closing adjustments, including foreign currency adjustments. One of the closing conditions is receipt of clearance from the European Commission (the “European Commission”). During the scope of the European Commission’s Phase 1 review, the European Commission identified issues that it required to be addressed regarding the transaction. Consequently, on October 26, 2018, the Company withdrew its notification of the transaction from the European Commission in order to address those issues. The withdrawal interrupted the European Commission’s review of the transaction. After several months of addressing the issues, the Company refiled its notification with the European Commission on January 30, 2019, and the European Commission is proceeding with a Phase 1 review of the transaction. While the Company hopes to receive clearance during the first quarter of 2019 and subsequently close the Asco acquisition, there can be no assurances that the Company will receive the clearance of the European Commission or close the Asco acquisition.
Item 2.02. Financial Statements and Exhibits
(d)Exhibits
Furnished
Spirit AeroSystems Holdings, Inc. Exhibit
EX-99.1 2 spr_20190201-8kex99.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Spirit AeroSystems Holdings,…
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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.