In a major shake-up of the aerospace industry, Boeing has announced a definitive agreement to acquire Spirit AeroSystems in an all-stock transaction valued at approximately $8.3 billion. Concurrently, Airbus SE has entered into a binding term sheet with Spirit AeroSystems to acquire specific Airbus-related operations.
Boeing’s acquisition of Spirit is structured as an all-stock deal with an equity value of about $4.7 billion, or $37.25 per share. The transaction value, including Spirit’s last reported net debt, amounts to approximately $8.3 billion. Under the agreement, Spirit shareholders will receive Boeing shares based on a variable exchange ratio, with potential outcomes ranging from 0.18 to 0.25 Boeing shares for each Spirit share, depending on Boeing’s stock price prior to closing.
Boeing CEO Dave Calhoun highlighted the potential for improved alignment in commercial production systems, including Safety and Quality Management Systems.
The acquisition substantially encompasses all of Spirit’s Boeing-related commercial operations and additional commercial, defense, and aftermarket operations. Boeing has committed to ensuring operational continuity for Spirit’s existing customers and programs, including collaboration with the U.S. Department of Defense on defense and security missions.
In a parallel development, Airbus SE entered into a binding term sheet agreement with Spirit AeroSystems to acquire major Airbus-related activities. These include the production of A350 fuselage sections in the U.S. and France, A220 wings and mid-fuselage components in Northern Ireland, Morocco, and the U.S., and A220 pylons in Kansas.
Through this strategic move, Airbus aims to enhance supply chain stability for its commercial aircraft programs. The proposed transaction involves Airbus acquiring these operations for a nominal consideration of $1.00, with Spirit AeroSystems compensating Airbus by $559 million, subject to adjustments based on the final transaction perimeter.
As part of these arrangements, Spirit is also proposing to sell certain of its operations, including non-Airbus operations in Belfast, Northern Ireland, facilities in Prestwick, Scotland, and Subang, Malaysia.
The Boeing-Spirit merger is expected to close by mid-2025, subject to regulatory approvals, Spirit shareholder approval, and the completion of the Airbus-related asset sales. Both the Boeing-Spirit and Airbus-Spirit agreements are subject to further due diligence and the execution of definitive agreements.
These simultaneous deals represent a significant restructuring in the aerospace supply chain, with potentially far-reaching implications for the industry’s competitive landscape and operational efficiencies.
