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Spirit AeroSystems Holdings, Inc. – ‘10-Q’ for 6/27/19 – ‘EX-10.7’

On:  Wednesday, 7/31/19, at 4:04pm ET   ·   For:  6/27/19   ·   Accession #:  1628280-19-9397   ·   File #:  1-33160

Previous ‘10-Q’:  ‘10-Q’ on 5/1/19 for 3/28/19   ·   Next:  ‘10-Q’ on 10/31/19 for 9/26/19   ·   Latest:  ‘10-Q’ on 5/7/24 for 3/28/24   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/31/19  Spirit AeroSystems Holdings, Inc. 10-Q        6/27/19   95:15M                                    Workiva Inc Wde… FA01/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.64M 
 2: EX-10.1     Material Contract                                   HTML     46K 
 3: EX-10.2     Material Contract                                   HTML     38K 
 4: EX-10.3     Material Contract                                   HTML     48K 
 5: EX-10.4     Material Contract                                   HTML     32K 
 6: EX-10.5     Material Contract                                   HTML    309K 
 7: EX-10.6     Material Contract                                   HTML     23K 
 8: EX-10.7     Material Contract                                   HTML     44K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
19: R1          Document and Entity Information                     HTML     78K 
20: R2          Consolidated Statements of Operations (Unaudited)   HTML     78K 
21: R3          Consolidated Statements of Comprehensive Income     HTML     45K 
                (Unaudited)                                                      
22: R4          Consolidated Statements of Comprehensive Income     HTML     30K 
                (Unaudited) (Parentheticals)                                     
23: R5          Consolidated Balance Sheets (Unaudited)             HTML    157K 
24: R6          Consolidated Balance Sheets (Unaudited)             HTML     46K 
                (Parenthetical)                                                  
25: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    160K 
26: R8          Condensed Statement of Changes in Stockholders'     HTML    177K 
                Equity Statement                                                 
27: R9          Organization and Basis of Interim Presentation      HTML     33K 
28: R10         Changes in Estimates                                HTML     77K 
29: R11         Accounts Receivable, net                            HTML     41K 
30: R12         Contract with customer, asset and liability         HTML     51K 
                (Notes)                                                          
31: R13         Revenue (Notes)                                     HTML     86K 
32: R14         Inventory                                           HTML     41K 
33: R15         Property, Plant and Equipment                       HTML     46K 
34: R16         Leases (Notes)                                      HTML     68K 
35: R17         Other Assets                                        HTML     54K 
36: R18         Advance Payments and Deferred Revenue/Credits       HTML     29K 
37: R19         Fair Value Measurements                             HTML     58K 
38: R20         Derivative and Hedging Activities                   HTML     35K 
39: R21         Debt                                                HTML     63K 
40: R22         Pension and Other Post-Retirement Benefits          HTML     75K 
41: R23         Stock Compensation                                  HTML     31K 
42: R24         Income Taxes (Notes)                                HTML     32K 
43: R25         Equity                                              HTML    114K 
44: R26         Commitments, Contingencies and Guarantees           HTML     48K 
45: R27         Other Income (Expense), Net                         HTML     59K 
46: R28         Segment Information                                 HTML     85K 
47: R29         Acquisition (Notes)                                 HTML     29K 
48: R30         Condensed Consolidating Financial Information       HTML    700K 
49: R31         New Accounting Pronouncements (Policies)            HTML     29K 
50: R32         Leases (Policies)                                   HTML     30K 
51: R33         Changes in Estimates Changes in Estimates (Tables)  HTML     78K 
52: R34         Accounts Receivable, net (Tables)                   HTML     34K 
53: R35         Revenue (Tables)                                    HTML     44K 
54: R36         Inventory (Tables)                                  HTML     28K 
55: R37         Property, Plant and Equipment (Tables)              HTML     42K 
56: R38         Other Assets (Tables)                               HTML     53K 
57: R39         Fair Value Measurements (Tables)                    HTML     56K 
58: R40         Debt (Tables)                                       HTML     48K 
59: R41         Pension and Other Post-Retirement Benefits          HTML     74K 
                (Tables)                                                         
60: R42         Equity (Tables)                                     HTML    112K 
61: R43         Commitments, Contingencies and Guarantees (Tables)  HTML     33K 
62: R44         Other Income (Expense), Net (Tables)                HTML     57K 
63: R45         Segment Information (Tables)                        HTML     78K 
64: R46         Condensed Consolidating Financial Information       HTML    752K 
                (Tables)                                                         
65: R47         Adoption of New Standard (Details)                  HTML     30K 
66: R48         Changes in Estimates (Details)                      HTML     50K 
67: R49         Accounts Receivable, net (Details)                  HTML     42K 
68: R50         Contract with customer, asset and liability         HTML    104K 
                (Details)                                                        
69: R51         Revenue (Details)                                   HTML    102K 
70: R52         Inventory (Details)                                 HTML     41K 
71: R53         Inventory (Details 1)                               HTML     32K 
72: R54         Inventory (Details 2)                               HTML     30K 
73: R55         Property, Plant and Equipment (Details)             HTML     47K 
74: R56         Property, Plant and Equipment (Details Textual)     HTML     30K 
75: R57         Leases (Details)                                    HTML    123K 
76: R58         Other Assets (Details)                              HTML     62K 
77: R59         Advance Payments and Deferred Revenue/Credits       HTML     26K 
                (Details)                                                        
78: R60         Fair Value Measurements (Details)                   HTML     56K 
79: R61         Derivative and Hedging Activities (Details)         HTML     27K 
80: R62         Derivative and Hedging Activities (Details 1)       HTML     29K 
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                Textual)                                                         
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83: R65         Debt (Details Textual)                              HTML     93K 
84: R66         Pension and Other Post Retirement Benefits          HTML     57K 
                (Details)                                                        
85: R67         Stock Compensation (Details)                        HTML     52K 
86: R68         Income Taxes (Details)                              HTML     30K 
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88: R70         Commitments, Contingencies and Guarantees           HTML     48K 
                (Details)                                                        
89: R71         Other Income (Expense), Net (Details)               HTML     47K 
90: R72         Segment Information (Details)                       HTML     62K 
91: R73         Condensed Consolidating Financial Information       HTML    383K 
                (Details)                                                        
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‘EX-10.7’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  
EXHIBIT 10.7

July 14, 2019


Christian Boas
Rue du Moulin 12, 1310 La Hulpe (Belgium)

Emile Boas
Avenue du Beau Feuillage 1A, 1950 Kraainem (Belgium)

Dreda / Sylvie Boas
Avenue E. Van Becelaere 103, 1170 Watermael-Boitsfort (Belgium)

RE: Amendment to the Agreement for the Sale and Purchase of Shares of S.R.I.F. NV

Dear Sir/Madam,

We refer to the agreement for the sale and purchase of the shares of S.R.I.F. NV among Christian Boas, Emile Boas, Dreda general partnership under Belgian law and Sylvie Boas (together, the “Sellers”), Spirit AeroSystems Belgium Holdings BVBA (the “Purchaser”) and Spirit AeroSystems Holdings, Inc. (together with the Purchaser, “Spirit”), as amended (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.

Asco has recently suffered a large scale ransomware attack (the “Cyberattack”), and as a result thereof, Asco’s IT systems were disabled and a substantial part of the production at Asco was suspended. While production has resumed, Asco is still impacted by the Cyberattack on the date of this letter agreement. In addition, Asco has suspended the data destruction work that has to be performed in order to meet the commitments of March 8, 2019 (the “Data Destruction Work”) that Spirit AeroSystems Holdings, Inc. and Asco Industries NV gave to the European Commission in order to obtain EU competition clearance. In light of the foregoing, the Parties desire to amend and restate the Agreement to reflect the terms of the prior amendments agreed to by the Parties and further reflect the following amendments, which shall be collectively referred to as the “Cyberattack Amendments”:

•
Amend and restate the definition of the Long Stop Date to mean October 29, 2019 to provide additional time for the Competition Condition to be satisfied. In the event that the Parties mutually determine that the Data Destruction Work cannot be completed in sufficient time to allow for the European Commission to provide its approval as provided in paragraph 7(c) of the commitments prior to October 29, 2019, the Parties will mutually consider the reasons for such further delays and whether or not they can be addressed while taking into account the legitimate interests of both Parties; provided that notwithstanding the foregoing or any other provision of this letter agreement, or any other agreement among the Parties, the Parties shall under no circumstances be obliged to extend the Long Stop Date past October 29, 2019.

•
Add a new Clause 6.6 pursuant to which the Sellers shall cause Asco to provide full information to Spirit regarding the Cyberattack and its potential consequences, including status updates and all other information and data relating to the Cyberattack to Spirit as promptly as practicable, provided that such obligation shall not extend to allowing access to information that cannot be shared with Spirit prior to Closing in compliance with applicable Law, and in particular Antitrust Laws, unless appropriate protective measures have been taken (for example, by entering into clean team arrangements). The Parties agree to enter into clean team arrangements in order to


EXHIBIT 10.7

provide as much information concerning the Cyberattack and its potential consequences as is permitted by applicable Law.

•
Increase the Escrow Amount to USD 80,000,000 (USD eighty million) and make related amendments to the definition of Escrow Amount in the Agreement. The Parties agree that to the extent it is reasonably apparent, prior to Closing, that the potential indemnifiable Damages relating to the Cyberattack will exceed USD 40,000,000 (USD forty million), the Parties will negotiate to increase the Escrow Amount.

•
Add a new section (G) to Clause 10.1 of the Agreement to include a specific indemnity for Damages resulting or arising from the Cyberattack.

•
Amend Clause 10.4 to provide that (i) Clause 9.3 (Maximum liability) will not apply to limit the liability of the Sellers relating to the Cyberattack and (ii) that the maximum liability of the Sellers
relating to the Cyberattack, whether based on the new section (G) to Clause 10.1 of the Agreement or on any other provision of the Agreement (and for the avoidance of doubt, not including any liability of the Sellers with respect to matters other than the Cyberattack), will not exceed USD 150,000,000 (USD one hundred fifty million).

•
Add a new Clause 10.3.4 to the Agreement to reflect that the Sellers shall not be liable in relation to Clause 10.1(G) unless a Claim is given before or on 31 March 2023.

•
Add a new clause that will clarify that the Parties have not yet determined whether the adverse consequences of the Cyberattack constitute a Material Adverse Change and that notwithstanding this letter agreement, and any discussions prior to the execution of this letter agreement, the Parties may allege that the adverse consequences of the Cyberattack constitute a Material Adverse Change and therefore will not be deemed to have waived any rights in connection with the Cyberattack or otherwise.

•
Amend Clause 3.3.2 of the Agreement pertaining to the Purchaser’s obligation to prepare and deliver the Closing Accounts by replacing all instances of “ninety (90) days” with “one hundred and eighty (180) days”, and amend Clause 3.3.3 of the Agreement to extend the time period in which the Sellers’ Representative can deliver an Objection from thirty (30) Business Days to sixty (60) Business Days.

•
Add a new section h) xiii. to the definition of “Net Debt” to state that Net Debt shall be increased by any accounts receivable for which the Group Companies have received anticipated payment from Belfius Commercial Finance pursuant to the Full Service Factoring Agreement, dated December 15, 2015, among Belfius Commercial Finance, Belairbus SA, Société national de Construction Aerospatiale SA, Asco Industries NV and BMT Eurair NV and for which Belfius Commercial Finance prior to Closing has not received payment from Airbus, as of Closing for purposes of Clause 3.3 (Price Adjustment) of the Agreement, but only to the extent the anticipated payment for such accounts receivable has not resulted in a decrease of Net Working Capital.  

The Parties hereby agree to fully amend and restate the Agreement to incorporate all amendments agreed to by the Parties as of the date hereof pursuant to this letter agreement and the letter agreements dated March 19, 2019, March 27, 2019, May 3, 2019, and June 3, 2019, and the restated version of the Agreement dated May 14, 2019, which each continue to apply, save where subsequently explicitly modified by a later amendment.  



EXHIBIT 10.7

In addition, we seek the agreement of the Sellers to cause Asco, by September 30, 2019, to have agreed pursuant to a binding written agreement between Asco and Spirit to price targets based on clean sheet prices for a revised parts list (which shall exclude parts that may require additional capital expenditures on behalf of Asco to provide) with respect to Spirit’s June 28, 2019 Request for Quotation Number 3-2987-0619-03 (Track and Bedrail RFQ). Spirit will use commercially reasonably efforts to provide access to materials and services to assist Asco to achieve clean sheet prices.

The Parties acknowledge and agree that this letter agreement applies without prejudice to any rights the Parties may have under the Agreement and that nothing contained in this letter agreement shall under any circumstance be considered a waiver or qualification (whether explicit or implicit) as to the Cyberattack or its effect on the rights and obligations of the Parties under the Agreement or any other agreement existing between Spirit and the Group Companies.

The Parties further acknowledge and agree that this letter agreement has been negotiated by the Parties in good faith.

This letter agreement constitutes a written agreement by and among the Parties as set forth in Clause 25.8 of the Agreement.

All terms used but not defined herein shall have the meaning set forth in the Agreement. Clause 26 of the Agreement shall apply also to this letter agreement.


Yours faithfully on behalf of Spirit,



/s/ Mrs. Sam J. Marnick
Mrs. Sam J. Marnick



















EXHIBIT 10.7

For acknowledgement and acceptance,
On behalf of the Sellers:




/s/ Mr. Christian Boas
Mr. Christian Boas
Date: July 15, 2019




/s/ Mr. Emile Boas
Mr. Emile Boas
Date: July 15, 2019




/s/ Mrs. Sylvie Boas
Mrs. Sylvie Boas
Date: July 15, 2019




/s/ Mrs. Sylvie Boas
Dreda General Partnership
Mrs. Sylvie Boas
Director
Date: July 15, 2019




Cc: Eubelius CVBA
Marieke Wyckaert and Matthias Wauters Avenue Louise 99, 1050 Brussels (Belgium)



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
10/29/19
9/30/19
Filed on:7/31/198-K
7/15/19
7/14/198-K
6/28/19
For Period end:6/27/19
6/3/194
5/14/19
5/3/193,  8-K
3/27/198-K
3/19/19
3/8/19
12/15/15
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Spirit AeroSystems Holdings, Inc. 10-K       12/31/23  127:21M                                    Workiva Inc Wde… FA01/FA
 2/17/23  Spirit AeroSystems Holdings, Inc. 10-K       12/31/22  117:21M                                    Workiva Inc Wde… FA01/FA
 2/15/22  Spirit AeroSystems Holdings, Inc. 10-K       12/31/21  116:22M                                    Workiva Inc Wde… FA01/FA
 2/25/21  Spirit AeroSystems Holdings, Inc. 10-K       12/31/20  113:27M                                    Workiva Inc Wde… FA01/FA
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