In a strategic move to bolster its production capabilities, Boeing has entered into a definitive agreement to acquire Spirit AeroSystems. The merger, valued at approximately US$8.3 billion, includes an all-stock transaction at an equity value of about US$4.7 billion, or US$37.25 per share.
Each share of Spirit common stock will be exchanged for Boeing shares, with an exchange ratio between 0.18 and 0.25. This ratio is calculated based on Boeing’s volume-weighted average share price over a 15-day trading period prior to closing, with specific parameters set at a floor of US$149.00 per share and a ceiling of US$206.94 per share. Spirit shareholders will receive 0.25 Boeing shares for each of their Spirit shares if the average price is at or below US$149.00, and 0.18 Boeing shares if the average price is at or above US$206.94.
“We believe this deal is in the best interest of the flying public, our airline customers, the employees of Spirit and Boeing, our shareholders and the country more broadly. By reintegrating Spirit, we can fully align our commercial production systems, including our Safety and Quality Management Systems, and our workforce to the same priorities, incentives, and outcomes — centered on safety and quality,” stated Boeing President and CEO Dave Calhoun.
The acquisition will see Boeing take control of nearly all of Spirit’s Boeing-related commercial operations, along with additional commercial, defense, and aftermarket operations. Boeing aims to ensure the continuity of operations supporting Spirit’s customers and programs, including engagements with the U.S. Department of Defense.
“We are proud of the role Boeing plays in supporting our men and women in uniform and are committed to ensuring continuity for Spirit’s defense programs,” added Calhoun.
In a concurrent move, Airbus SE and Spirit have signed a binding term sheet under which Airbus will acquire specific commercial work packages from Spirit, pending definitive agreements and regulatory approvals. Spirit also plans to divest certain operations, including those in Belfast, Northern Ireland (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia. The transaction is anticipated to close by mid-2025, contingent upon regulatory approvals and Spirit shareholder consent.
PJT Partners is leading as the financial advisor to Boeing, with additional advisory support from Goldman Sachs & Co, LLC, and Consello. Legal counsel for Boeing is being provided by Sullivan & Cromwell LLP.