Spirit Aerosystems Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement.
On January 22, 2025, Spirit AeroSystems, Inc. (“Spirit”), a wholly owned subsidiary of Spirit AeroSystems Holdings, Inc. (the “Company”), and The Boeing Company (“Boeing”) entered into Amendment 2 to Memorandum of Agreement (the “April 2024 MOA Amendment”) amending the parties’ April 18, 2024 Memorandum of Agreement, as previously amended (the “April 2024 MOA”), by, among other things (1) replacing Article 5 “Repayment” of the April 2024 MOA and providing for Spirit to repay to Boeing the $425.0 million of outstanding advances under the April 2024 MOA, as amended (the “Amended April 2024 MOA”), as follows: $75,000,000 on April 1, 2026; $75,000,000 on May 1, 2026; $75,000,000 on June 1, 2026; $75,000,000 on July 1, 2026; $75,000,000 on August 1, 2026; and $50,000,000 on September 1, 2026 (each of which dates would be a Repayment Date as defined in the Amended April 2024 MOA); and (2) providing that, in the event that the Agreement and Plan of Merger, dated June 30, 2024 (the “Merger Agreement”), among the Company, Boeing and Sphere Acquisition Corp. is terminated in accordance with the terms of the Merger Agreement, the then outstanding advances under the Amended April 2024 MOA will become due and payable in full on April 1, 2026.
On January 22, 2025, Spirit and Boeing entered into Amendment 2 to the 737 Production Rate Advance Memorandum of Agreement dated April 28, 2023 (the “April 2023 MOA Amendment”). The April 2023 MOA Amendment amended the parties’ Memorandum of Agreement dated April 28, 2023, as previously amended (the “April 2023 MOA”), by, among other things (1) replacing Section 4 “Advance” of the April 2023 MOA and providing for Spirit to repay to Boeing the $180.0 million of outstanding advances under the April 2023 MOA, as amended (the “Amended April 2023 MOA”), as follows: $45,000,000 on October 1, 2026, $45,000,000 on November 1, 2026, $45,000,000 on December 1, 2026 and $45,000,000 on December 1, 2027 (each of which dates would be a Repayment Date as defined in the Amended April 2023 MOA); and (2) providing that, in the event that the Merger Agreement is terminated in accordance with its terms, the then outstanding advances under the Amended April 2023 MOA will become due and payable in full on April 1, 2026.
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.
| SPIRIT AEROSYSTEMS HOLDINGS, INC. | ||
| Date: January 23, 2025 | By: | /s/ Irene M. Esteves |
| Irene M. Esteves | ||
| Executive Vice President and Chief Financial Officer | ||