M&A - Spirit AeroSystems Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465925010707

Filing Summary: Spirit AeroSystems Holdings, Inc. filed Form 8-K on February 10, 2025, detailing preliminary unaudited financial results for Q4 2024. The company reported net revenues of $1,662 million, decreasing from $1,813 million in Q4 2023, primarily due to impacts from a Boeing Memorandum of Agreement executed in October 2023. Gross loss was $(413) million versus a profit of $291 million in the previous year, mainly attributed to significant forward loss charges on key Boeing and Airbus programs due to labor and supply chain cost growth. Notably, during the same period, cash reserves fell to $537 million from $824 million, while total debt rose to $4,394 million. Despite a challenging financial landscape, the company reported improved free cash flow of $91 million, up from $42 million in Q4 2023, aided by higher Boeing 737 deliveries. Developments regarding the proposed acquisition of Spirit by Boeing were also addressed, highlighting risks and uncertainties associated with necessary regulatory approvals and completion of the Transaction. Management provided insight into operational dynamics and identified challenges including global supply chain fragility and production capacity management. Overall, the report underscores the company's current financial performance, ongoing partnership dynamics with major clients, and potential impacts derived from the merger proceedings with Boeing.

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Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000110465925008171

Filing Summary: On January 31, 2025, Spirit AeroSystems Holdings, Inc. held a special meeting of stockholders to discuss proposals related to the Agreement and Plan of Merger with The Boeing Company and Sphere Acquisition Corp. The Merger Agreement, dated June 30, 2024, involves the merger of Spirit with a wholly owned subsidiary of Boeing, with Spirit surviving as a wholly owned subsidiary of Boeing. A total of 66.48% of the shares were represented at the meeting, leading to the approval of three proposals: the Merger Agreement Proposal, an Advisory Compensation Proposal for executive officers related to the merger, and an Adjournment Proposal to solicit additional votes if necessary. The merger's finalization is contingent upon various conditions, including selling parts of Spirit's business to Airbus SE and obtaining regulatory approvals, with an expected completion date in mid-2025.

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Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465925005673

Filing Summary: On January 22, 2025, Spirit AeroSystems, Inc., a wholly owned subsidiary of Spirit AeroSystems Holdings, Inc., and The Boeing Company entered into an amendment to the Memorandum of Agreement dated April 18, 2024. This amendment specifies a repayment schedule for $425 million of outstanding advances, with payments scheduled from April to September 2026. Furthermore, it outlines that if the related Merger Agreement is terminated, the advances will become due in full on April 1, 2026. Additionally, the companies amended the 737 Production Rate Advance Memorandum of Agreement from April 28, 2023, establishing a separate repayment schedule for $180 million of outstanding advances between October 2026 and December 2027, also contingent upon the status of the Merger Agreement.

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Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004485

Filing Summary: On January 17, 2025, Spirit AeroSystems Holdings, Inc. updated details regarding its merger agreement with The Boeing Company and Sphere Acquisition Corp. Records indicate that the merger agreement allows for the merger of Sphere Acquisition Corp. into Spirit AeroSystems, making Spirit a wholly owned subsidiary of Boeing. This update was also in response to various lawsuits filed by purported stockholders alleging that the company’s registration statement contained incomplete information regarding the merger, claiming violations of federal and state securities laws. In order to moot these claims while denying any wrongdoing, Spirit has opted to provide supplemental disclosures to clarify some points in the registration statement and proxy statement/prospectus related to the merger. Additional information, including financial forecasts and assumptions, was also included in this Updated filing, alongside a cautionary statement regarding forward-looking statements and various potential business risks associated with the merger.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925002882

Filing Summary: On January 13, 2025, Spirit AeroSystems Holdings, Inc. announced the completion of an acquisition transaction involving its wholly owned subsidiary Spirit AeroSystems, Inc. and Fiber Materials Inc. The acquisition, in which Tex-Tech Industries, Inc. acted as the buyer, involved the purchase of all outstanding equity interests in Fiber Materials Inc. for a total purchase price of $165,000,000 in cash, with certain specified adjustments as detailed in the underlying Stock Purchase Agreement made on November 17, 2024. This acquisition represents a strategic move for Spirit AeroSystems Holdings to enhance its portfolio and capabilities.

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