Boeing to Acquire Spirit AeroSystems  

The acquisition demonstrates commitment to aviation safety, improve quality for Boeing  commercial airplanes, leverage Boeing's enterprise engineering and manufacturing capabilities and maintain continuity for key US defence and national security programs

Civil Aviation

Arlington, Virginia. Boeing on July 1, 2024 announced it has entered  into a definitive agreement to acquire Spirit AeroSystems. 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.

Each share of Spirit common stock will be exchanged for a number of shares of Boeing  common stock equal to an exchange ratio between 0.18 and 0.25, calculated as $37.25  divided by the volume weighted average share price of Boeing shares over the 15- trading-day period ending on the second trading day prior to the closing (subject to a  floor of $149.00 per share and a ceiling of $206.94 per share). Spirit shareholders will  receive 0.25 Boeing shares for each of their Spirit shares if the volume-weighted  average price is at or below $149.00, and 0.18 Boeing shares for each of their Spirit  shares if the volume-weighted average price is at or above $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,” 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.”

Boeing’s acquisition of Spirit will include substantially all Boeing-related commercial  operations, as well as additional commercial, defence and aftermarket operations.

As part of the transaction, Boeing will work with Spirit to ensure the continuity of operations  supporting Spirit’s customers and programs it acquires, including working with the US  Department of Defence and Spirit defence customers regarding defence and security missions.

“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 defence programs,” said Calhoun.

big bang

Airbus SE and Spirit have also entered into a binding term sheet under which Airbus will  acquire, assuming the parties entered into definitive agreements and receipt of any  required regulatory approvals, certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger.

In addition, Spirit is  proposing to sell certain of its operations, including those in Belfast, Northern Ireland  (non-Airbus operations), Prestwick, Scotland, and Subang, Malaysia. The transaction is  expected to close mid-2025 and is subject to the sale of the Spirit operations related to  certain Airbus commercial work packages and the satisfaction of customary closing  conditions, including regulatory and Spirit shareholder approvals.


PJT Partners is acting as lead financial advisor to Boeing, with Goldman Sachs & Co,  LLC and Consello acting as additional advisors. Sullivan & Cromwell LLP is acting as outside counsel to Boeing.