Item 1.01 Entry into a Material Definitive Agreement.

On October 26, 2020, Spirit AeroSystems Holdings, Inc. (the "Company") entered into an amendment (the "Amendment") to the definitive agreement between Spirit AeroSystems, Inc. ("Spirit") and Spirit AeroSystems Global Holdings Limited ("Spirit UK"), wholly owned subsidiaries of the Company, and Bombardier Inc., Bombardier Aerospace UK Limited, Bombardier Finance Inc. and Bombardier Services Corporation (collectively, the "Bombardier Sellers") pursuant to which Spirit UK will acquire the outstanding equity of Short Brothers plc ("Shorts") and Bombardier Aerospace North Africa SAS ("BANA"), and Spirit will acquire substantially all the assets of the maintenance, repair and overhaul business in Dallas, Texas and assume certain liabilities of Shorts and BANA (the "Acquisition").

The Amendment reduces the net proceeds purchase price payable to the Bombardier Sellers from $500 million to $275 million. Spirit will continue to make a special contribution of £100 million (approximately $130 million) to the Shorts pension scheme on the first anniversary of closing. On a basis consistent with U.S. generally accepted accounting principles ("GAAP"), the net pension liabilities of the Shorts pension scheme to be assumed by Spirit will be approximately $300 million (measured as of September 30, 2020). Shorts is also a party to a repayable investment agreement with the United Kingdom's Department for Business, Energy and Industrial Strategy, and Spirit will, at closing, assume Shorts' financial payment obligations under this agreement, which are approximately $290 million on a U.S. GAAP basis (measured as of September 30, 2020).

As of October 26, 2020, the conditions to the closing of the Acquisition have been satisfied and the parties expect to close the Acquisition on October 30, 2020.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as an exhibit hereto.

Item 7.01 Regulation FD Disclosure.

On October 26, 2020, the Company issued a press release announcing the entering into of the Amendment. A copy of the press release containing the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 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 9.01 Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No.   Description

  10.1          Amendment, dated as of October 26, 2020, by and among Spirit
              AeroSystems, Inc, and
              Spirit AeroSystems Global Holdings Limited, and Bombardier Inc.,
              Bombardier Aerospace UK Limited,
              Bombardier Finance Inc. and Bombardier Services Corporation
  99.1          Press release dated October 26, 2020
104           Cover Page Interactive Data File (formatted as inline XBRL and contained
              in Exhibit 101).

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" that may involve many risks and uncertainties. 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, without limitation, the timing and conditions surrounding the return to service of the 737 MAX and any related impacts on our production rate; our reliance on Boeing for a significant portion of our revenues; our ability to execute our growth strategy, including our ability to complete and integrate our announced Bombardier acquisition; our ability to accurately estimate and manage performance, cost, and revenue under our contracts; demand for our products and services and the effect of economic or geopolitical conditions in the industries and markets in which we operate in the U.S. and globally; our ability to manage our liquidity, borrow additional funds or refinance debt; the impact of the COVID-19 pandemic on our business and operations, including on the demand for our and our customers' products and services, on trade and transport restrictions, on the global aerospace supply chain, on our ability to retain the skilled work force necessary for production and development and generally on our ability to effectively manage the impacts of the COVID-19 pandemic on our business operations; and other factors disclosed in our filings with the Securities and Exchange Commission. 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. 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.

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