Boeing Acquires Spirit AeroSystems for $8.3B, Airbus to Take Over its Manufacturing from Spirit

Video

Boeing today announced a definitive agreement to acquire Spirit AeroSystems, a key supplier of sub-assemblies for both Boeing and Airbus.

The merger, valued at approximately $8.3 billion including Spirit's net debt, is an all-stock transaction at an equity value of approximately $4.7 billion, or $37.25 per share. Under the terms of the agreement, each share of Spirit common stock will be exchanged for Boeing common stock. The exchange ratio will range between 0.18 and 0.25 shares of Boeing stock per Spirit share, based on Boeing's volume-weighted average share price over a specified period. If Boeing's average share price is at or below $149.00, Spirit shareholders will receive 0.25 Boeing shares per Spirit share; if it is at or above $206.94, they will receive 0.18 Boeing shares per Spirit share.

"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," said Boeing President and CEO Dave Calhoun. "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."

The acquisition will include substantially all of Spirit's Boeing-related commercial operations, as well as additional commercial, defense, and aftermarket operations. Boeing plans to work with Spirit to ensure continuity of operations for Spirit's customers and programs, including those involving the U.S. Department of Defense.

Simultaneously, Airbus SE announced a binding term sheet agreement with Spirit AeroSystems for a potential acquisition of major activities related to Airbus. This agreement covers the production of A350 fuselage sections in Kinston, North Carolina, and St. Nazaire, France; A220 wings and mid-fuselage in Belfast, Northern Ireland, and Casablanca, Morocco; and A220 pylons in Wichita, Kansas.

Airbus aims to ensure stability of supply for its commercial aircraft programs and achieve a more sustainable operational and financial future for the Airbus work packages currently managed by Spirit. The agreement includes a compensation payment of $559 million from Spirit to Airbus, with a nominal consideration of $1.00, subject to adjustments based on the final transaction perimeter.

The transaction is expected to close by mid-2025, pending the sale of Spirit operations related to certain Airbus commercial work packages, regulatory approvals, and Spirit shareholder approvals. PJT Partners is acting as lead financial advisor to Boeing, with Goldman Sachs & Co. LLC and Consello as additional advisors. Sullivan & Cromwell LLP is serving as outside counsel to Boeing.