SPR Spirit Aerosystems Holdings Inc

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).