공지 • Dec 09
The Boeing Company (NYSE:BA) completed the acquisition of Spirit AeroSystems Holdings, Inc. (NYSE:SPR).
The Boeing Company (NYSE:BA) entered into a definitive merger agreement to acquire Spirit AeroSystems Holdings, Inc. (NYSE:SPR) for $4.4 billion on June 30, 2024. Boeing will acquire Spirit for $37.25 per share in Boeing common stock (subject to the collar). The merger is an all-stock transaction at an equity value of approximately $4.7 billion, or $37.25 per share. The total transaction value is approximately $8.3 billion, including Spirit's last reported net debt. Under the terms of the definitive merger agreement with Boeing, Spirit shareholders will receive for each of their shares of Spirit common stock a number of shares of Boeing common stock equal to an exchange ratio calculated as $37.25 divided by the volume weighted average share price (VWAP) of Boeing common stock over the 15-trading-day period ending on the second trading day prior to the closing (the "Closing Price"), subject to a floor of $149.00 per share of Boeing common stock and a ceiling of $206.94 per share of Boeing common stock. Spirit shareholders will receive 0.25 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or below $149.00, and 0.18 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or above $206.94. Spirit also announced today that it entered into a binding term sheet with Airbus SE. As part of Boeing's acquisition, Spirit is expected to shed factories, including in Europe, that make parts for Airbus, and divest of certain operations that support Airbus programs. Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs, concurrently with the closing of Spirit's acquisition by Boeing. In various circumstances, Spirit would be required to pay to Boeing a termination fee of $150 million. In various circumstances, Boeing will be required to pay to Spirit a termination fee of $300 million.
The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit and The Boeing Board of Directors. The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals. The closing of the Airbus transaction, if a definitive agreement for the Airbus transaction is entered into with Airbus, will be subject to the substantially concurrent closing of the Boeing acquisition of Spirit and will be subject to other closing conditions, including the receipt of regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the Registration Statement, the approval for listing on the New York Stock Exchange of the shares of Boeing Common Stock to be issued in the Merger. The transaction is also subject to due diligence. On January 31, 2025, Spirit AeroSystems' shareholders approved the transaction. As per filling on February 28, 2025, the closings of these transactions are expected to occur in mid-2025. As of May 2, 2025, the transaction is expected to occur in the third quarter of 2025. As of June 30, 2025 The Competition and Markets Authority launched an initial review of a formal investigation regarding merger agreement to acquire Spirit AeroSystems Holdings, with a decision due by Aug. 28. As on August 8, 2025, the U.K. Competition and Markets Authority has approved the merger. As of October 15, 2025 the European Commission (EC) has approved the transaction. The transaction is expected to close in the fourth quarter of 2025.
PJT Partners LP acted as lead financial advisor for The Boeing Company. Goldman Sachs & Co. LLC acted as financial advisor for The Boeing Company. The Consello Group acted as financial advisor for The Boeing Company. H. Rodgin Cohen, Melissa Sawyer and Lee C. Parnes, Matthew Friestedt, Kristen Klein, Mehdi Ansari, Isaac Wheeler, John Estes, Matt Brennan, Ryan Logan, Renata Hesse and Joe Matelis of Sullivan & Cromwell LLP acted as legal advisor for The Boeing Company. Morgan Stanley & Co. LLC is serving as lead financial advisor to Spirit. Moelis & Company LLC is also serving as a financial advisor to Spirit. Shilpi Gupta and David Clark of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Spirit. Moelis & Company LLC acted as fairness opinion provider to Spirit AeroSystems. Spirit has retained Innisfree M&A Incorporated as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which Spirit estimates it will pay Innisfree a fee of $62,500 plus reasonable out-of-pocket costs and expenses. Spirit will pay $5.0 million upon delivery of its opinion to Moelis & Company LLC. Computershare, Inc. acted as transfer agent for Spirit AeroSystems and Computershare Trust Company, National Association acted as transfer agent for Boeing Company.
The Boeing Company (NYSE:BA) completed the acquisition of Spirit AeroSystems Holdings, Inc. (NYSE:SPR) on December 8, 2025. Boeing's acquisition includes all of Spirit's Boeing-related commercial operations, including fuselages for the 737 program and major structures for the 767, 777 and 787 Dreamliner. It also includes commercially procured fuselages for the P-8 and KC-46.
