Spirit AeroSystems’s $1 Billion Acquisition Of Aerostructures From Bombardier

Sullivan & Cromwll LLP advised Spirit AeroSystems on the operation.

Spirit AeroSystems Holdings, Inc. (NYSE: SPR) announced it has entered into a definitive agreement to acquire select assets of Bombardier aerostructures and aftermarket services businesses in Belfast, Northern Ireland (known as Short Brothers); Casablanca, Morocco; and Dallas, United States, for cash consideration of $500 million.

In addition, Spirit AeroSystems will assume approximately $300 million in net pension liabilities, and approximately $290 million of government grant repayment obligations, for a total enterprise valuation of $1,090 million, which equals 10 times the 2019 estimated Adjusted EBITDA of the acquired business. At closing, Spirit AeroSystems will pay $500 million to Bombardier and will make a cash contribution of approximately $130 million towards the pension liability, for total cash at closing of $630 million.

The Bombardier aerostructures and engineering segment designs, develops and manufactures major aircraft structural components, and provides aftermarket component repair and overhaul. Anticipated revenues of the acquired operations are approximately $1 billion for 2019, and more than 4,000 people are employed across three sites in Belfast, Northern Ireland, Casablanca, Morocco and Dallas, U.S.

The S&C team representing Spirit is led by partners Ben Perry (Picture) and George Sampas, and includes associates Matthew Farrington, David Griffith-Jones and Jih-Shing Lim advising on M&A matters, partners Michael Rosenthal and Juan Rodriguez, European counsel Foad Hoseinian and special counsel Eric Queen advising on antitrust matters, partner Ron Creamer and European counsel Andrew Thomson advising on tax matters, partner Bob Downes advising on securities law, partner Neal McKnight advising on financing matters and partner Eric Kadel advising on international trade and investment matters.

Involved fees earner: Ronald Creamer – Sullivan & Cromwell; Robert Downes – Sullivan & Cromwell; Foad Hoseinian – Sullivan & Cromwell; Eric Kadel – Sullivan & Cromwell; Neal McKnight – Sullivan & Cromwell; Ben Perry – Sullivan & Cromwell; Eric Queen – Sullivan & Cromwell; Juan Rodriguez – Sullivan & Cromwell; Michael Rosenthal – Sullivan & Cromwell; George Sampas – Sullivan & Cromwell; Andrew Thomson – Sullivan & Cromwell;

Law Firms: Sullivan & Cromwell;

Clients: Spirit AeroSystems, Inc.;