WICHITA,
Kan., Nov. 18, 2024 /PRNewswire/ -- Today,
Spirit AeroSystems Holdings, Inc. (NYSE: SPR) ("Spirit," "Spirit
AeroSystems" or the "Company") announces a purchase agreement to
sell Fiber Materials, Inc ("FMI") business based in Biddeford, Maine, and Woonsocket, Rhode Island, to Tex-Tech
Industries, Inc. ("Tex-Tech") for $165,000,000 in cash, subject to customary
adjustment.
FMI is an industry leader in high-temperature materials and
reinforced composites, with a focus on Carbon / Carbon and related composites. FMI's
applications include thermal protection systems, re-entry vehicle
nose tips, and rocket motor throats and nozzles. FMI's products are
installed on critical defense platforms as well as NASA programs
such as Stardust, Mars Curiosity, Orion, and Mars 2020. The program
employs approximately 400 engineers and production
personnel.
"Tex-Tech is excited to add FMI's unique array of
high-performance products to our existing portfolio of offerings
for the rapidly growing space and defense industry," said
Scott Burkhart, Tex-Tech Chief
Executive Officer. "Our customers demand world-class solutions, and
the integration of FMI bolsters our ability to meet those
demands."
On the web: www.spiritaero.com
On Twitter: @SpiritAero
Morgan Stanley & Co. LLC is serving as lead financial
advisor to Spirit. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as legal counsel to Spirit. Lincoln International LLC is
serving as financial advisor and Sheppard
Mullin Richter & Hampton LLP is serving as legal advisor
to Tex-Tech.
About Spirit AeroSystems Inc.
Spirit
AeroSystems is one of the world's largest manufacturers of
aerostructures for commercial airplanes, defense platforms, and
business/regional jets. With expertise in aluminum and advanced
composite manufacturing solutions, the company's core products
include fuselages, integrated wings and wing components, pylons,
and nacelles. We are leveraging decades of design and manufacturing
expertise to be the most innovative and reliable supplier of
military aerostructures, and specialty high-temperature materials,
enabling warfighters to execute complex, critical missions. Spirit
also serves the aftermarket for commercial and business/regional
jets. Headquartered in Wichita,
Kansas, Spirit has facilities in the U.S., U.K.,
France, Malaysia and Morocco. More information is available
at www.spiritaero.com.
About Tex-Tech Industries, Inc.
Tex-Tech
Industries is a global supplier of materials science-based
solutions for demanding end use markets where performance and
reliability are counted upon. With global headquarters located in
Kernersville, North Carolina (USA)
and manufacturing, R&D and sales sites located throughout
North America and Europe, Tex-Tech is able to service our
partners across the globe in key markets such as aerospace,
defense, medical, and industrial. www.textechindustries.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains
"forward-looking statements" that may involve many risks and
uncertainties. Forward-looking statements reflect our current
expectations or forecasts of future events. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "aim," "anticipate," "believe,"
"could," "continue," "designed," "ensure," "estimate," "expect,"
"forecast," "goal," "intend," "may," "might," "model," "objective,"
"outlook," "plan," "potential," "predict," "project," "seek,"
"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, including, but not limited
to, those described in the "Risk Factors" sections of Spirit's
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities
and Exchange Commission on February 22,
2024 (the "2023 Form 10-K") and subsequent Quarterly Reports
on Form 10-Q. 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,
but are not limited to, the following:
- our ability to continue as a going concern and satisfy our
liquidity needs, the success of our liquidity enhancement plans,
operational and efficiency initiatives, our ability to access the
capital and credit markets (including as a result of any
contractual limitations, including the Merger Agreement (as defined
below)), the outcomes of active discussions related to the timing
or amounts of repayment for certain customer advances, and the
costs and terms of any additional financing;
- the continued fragility of the global aerospace supply chain
including our dependence on our suppliers, as well as the cost and
availability of raw materials and purchased components, including
increases in energy, freight, and other raw material costs as a
result of inflation or continued global inflationary
pressures;
- our ability and our suppliers' ability and willingness to
meet stringent delivery (including quality and timeliness)
standards and accommodate changes in the build rates or model mix
of aircraft under existing contractual commitments, including the
ability or willingness to staff appropriately or expend capital for
current production volumes and anticipated production volume
increases;
- our ability to maintain continuing, uninterrupted production
at our manufacturing facilities and our suppliers'
facilities;
- our ability, and our suppliers' ability, to attract and
retain the skilled work force necessary for production and
development in an extremely competitive market;
- the effect of economic conditions, including increases in
interest rates and inflation, on the demand for our and our
customers' products and services, on the industries and markets in
which we operate in the U.S. and globally, and on the global
aerospace supply chain;
- the general effect of geopolitical conditions, including
Russia's invasion of Ukraine and the resultant sanctions being
imposed in response to the conflict, including any trade and
transport restrictions;
- the war in Israel and the
Gaza Strip and the potential for
expansion of the conflict in the surrounding region, which may
impact certain suppliers' ability to continue production or make
timely deliveries of supplies required to produce and timely
deliver our products, and may result in sanctions being imposed in
response to the conflict, including trade and transport
restrictions;
- our relationships with the unions representing many of our
employees, including our ability to successfully negotiate new
agreements, and avoid labor disputes and work stoppages with
respect to our union employees;
- the impact of significant health events, such as pandemics,
contagions or other public health emergencies (including the
COVID-19 pandemic) or fear of such events, on the demand for our
and our customers' products and services, the industries and the
markets in which we operate in the U.S. and globally;
- the timing and conditions surrounding the full worldwide
return to service (including receiving the remaining regulatory
approvals) of the B737 MAX, future demand for the aircraft, and any
residual impacts of the B737 MAX grounding on production rates for
the aircraft;
- our reliance on The Boeing Company ("Boeing") and Airbus SE
and its affiliates for a significant portion of our
revenues;
- the business condition and liquidity of our customers and
their ability to satisfy their contractual obligations to the
Company;
- the certainty of our backlog, including the ability of
customers to cancel or delay orders prior to shipment on short
notice, and the potential impact of regulatory approvals of
existing and derivative models;
- our ability to accurately estimate and manage performance,
cost, margins, and revenue under our contracts, and the potential
for additional forward losses on new and maturing
programs;
- our accounting estimates for revenue and costs for our
contracts and potential changes to those estimates;
- our ability to continue to grow and diversify our business,
execute our growth strategy, and secure replacement programs,
including our ability to enter into profitable supply arrangements
with additional customers;
- the outcome of product warranty or defective product claims
and the impact settlement of such claims may have on our accounting
assumptions;
- competitive conditions in the markets in which we operate,
including in-sourcing by commercial aerospace original
equipment manufacturers;
- our ability to successfully negotiate, or re-negotiate,
future pricing under our supply agreements with Boeing, Airbus SE
and its affiliates and other customers;
- the possibility that our cash flows may not be adequate for
our additional capital needs;
- any reduction in our credit ratings;
- our ability to avoid or recover from cyber or other security
attacks and other operations disruptions;
- legislative or regulatory actions, both domestic and
foreign, impacting our operations, including the effect of changes
in tax laws and rates and our ability to accurately calculate and
estimate the effect of such changes;
- spending by the U.S. and other governments on
defense;
- pension plan assumptions and future contributions;
- the effectiveness of our internal control over financial
reporting;
- the outcome or impact of ongoing or future litigation,
arbitration, claims, and regulatory actions or investigations,
including our exposure to potential product liability and warranty
claims;
- adequacy of our insurance coverage;
- our ability to continue selling certain receivables through
the receivables financing programs;
- our ability to effectively integrate recent acquisitions,
along with other acquisitions we pursue, and generate synergies and
other cost savings therefrom, while avoiding unexpected costs,
charges, expenses, and adverse changes to business relationships
and business disruptions;
- the risks of doing business internationally, including
fluctuations in foreign currency exchange rates, impositions of
tariffs or embargoes, trade restrictions, compliance with foreign
laws, and domestic and foreign government policies; and
- risks and uncertainties relating to the proposed acquisition
of Spirit by Boeing (the "Merger") pursuant to Spirit's agreement
and plan of merger with Boeing (the "Merger Agreement"), the
proposed sale of Fiber Materials Inc. to Tex-Tech Industries, Inc.
(the "FMI Disposition") and the transactions contemplated by our
term sheet with Airbus SE (the "Airbus Business Disposition" and,
together with the Merger and the FMI Disposition, the
"Transactions"), including, among others, the possibility that we
are unable to negotiate and enter into definitive agreements with
Airbus SE and its affiliates with respect to the Airbus Business
Disposition; the possible inability of the parties to a Transaction
to obtain the required regulatory approvals for such Transaction
and to satisfy the other conditions to the closing of such
Transaction (including, in the case of the Merger, approval of the
Merger Agreement by Spirit stockholders) on a timely basis or at
all; the possible occurrence of events that may give rise to a
right of one or more of the parties to the Merger Agreement to
terminate the Merger Agreement or a right of one or more of the
parties to the agreement for the FMI Disposition to terminate such
agreement; the risk that the Merger Agreement is terminated under
circumstances requiring us to pay a termination fee; the risk that
we are unable to consummate the Transactions on a timely basis or
at all for any reason, including, without limitation, failure to
obtain the required regulatory approvals, failure to obtain Spirit
stockholder approval of the Merger Agreement or failure to satisfy
other conditions the closing of any of the Transactions; the
potential for the announcement or pendency of the Transactions or
any failure to consummate the Transactions to adversely affect the
market price of Spirit common stock or our financial performance or
business relationships; risks relating to the value of Boeing
common stock to be issued in the Merger; the possibility that the
anticipated benefits of the Transactions cannot be realized in full
or at all or may take longer to realize than expected; the
possibility that costs or difficulties related to the integration
of our operations with those of Boeing will be greater than
expected; risks relating to significant transaction costs; the
intended or actual tax treatment of the Transactions; litigation or
other legal or regulatory action relating to the Transactions or
otherwise relating to us or other parties to the Transactions
instituted against us or such other parties or Spirit's or such
other parties' respective directors and officers and the effect of
the outcome of any such litigation or other legal or regulatory
action; risks associated with contracts containing provisions that
may be triggered by the Transactions; potential difficulties in
retaining and hiring key personnel or arising in connection with
labor disputes during the pendency of or following the
Transactions; the risk of other Transaction-related disruptions to
our business, including business plans and operations; the
potential for the Transactions to divert the time and attention of
management from ongoing business operations; the potential for
contractual restrictions under the agreements relating to the
Transactions to adversely affect our ability to pursue other
business opportunities or strategic transactions; and competitors'
responses to the Transactions.
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. As with any
projection or forecast, these statements are inherently susceptible
to uncertainty and changes in circumstances. 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. You should review carefully the
sections captioned "Risk Factors" in the 2023 Form 10-K and
Spirit's subsequent Quarterly Reports on Form 10-Q for a more
complete discussion on these and other factors that may affect our
business.
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SOURCE Spirit Aerosystems
