Acquisition (Notes)

9 Months Ended

Sep. 26, 2019

Business Combinations [Abstract]

Business Acquisition, Description of Acquired Entity

23.  Asco Acquisition

On May 1, 2018, the Company and Spirit Belgium entered into the Purchase Agreement pursuant to which Spirit Belgium will purchase all of the issued and outstanding equity of Asco, a leading supplier of high lift wing structures, mechanical assemblies and major functional components to major OEMs and Tier I suppliers in the global commercial aerospace and military markets subject to certain customary closing adjustments, including foreign currency adjustments (the “Acquisition”). The Purchase Agreement is subject to customary closing conditions, including regulatory approvals.On October 28, 2019, the Company and Spirit Belgium entered into an agreement to amend and restate (the “Amendment”) the Purchase Agreement. The Amendment incorporates amendments to the Purchase Agreement agreed among the Parties to date.

The Amendment was primarily entered into in order to extend the long-stop date (the date upon which the Purchase Agreement will automatically terminate in the event that conditions to the Acquisition are not satisfied or waived) from October 29, 2019 to April 4, 2020 and to further address the previously disclosed large-scale ransomware attack that disabled Asco’s IT systems and forced a substantial portion of Asco’s production to be suspended (the “Cyberattack”). In addition to extending the long-stop date to April 4, 2020, the Amendment reduces the purchase price for the Acquisition from $604 million to $420 million, reduces the Sellers’ indemnification obligations under the Purchase Agreement to $80 million (except with respect to damages resulting or arising from the termination of certain commercial agreements), provides that closing will occur on April 3, 2020, and removes the closing condition precedent that a “Material Adverse Change” in Asco’s business has not occurred since May 1, 2018.

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.

Acquisition-related expenses were $8.4 for the nine months ended September 26, 2019 and are included in selling, general and administrative costs on the condensed and consolidated statements of operations.