The Boeing Company has announced a proposed merger with Spirit AeroSystems Holdings, Inc., which is pending approval from Spirit stockholders. Announced on August 12, 2024, the acquisition by Boeing's Sphere Acquisition Corp. is set at $37.25 per share in Boeing common stock. The merger aims to bolster Boeing's control over commercial production systems, enhance safety and quality, and ensure operational stability. Spirit's board has unanimously recommended that its stockholders approve the merger, which is also subject to regulatory approvals and customary closing conditions. The agreement stipulates termination fees of $150 million from Spirit and $300 million from Boeing if certain conditions are met. Notably, Boeing stockholder approval is not required, nor is the merger contingent on financing. In relation to the merger...Show More

The Boeing Company has announced a proposed merger with Spirit AeroSystems Holdings, Inc., which is pending approval from Spirit stockholders. Announced on August 12, 2024, the acquisition by Boeing's Sphere Acquisition Corp. is set at $37.25 per share in Boeing common stock. The merger aims to bolster Boeing's control over commercial production systems, enhance safety and quality, and ensure operational stability. Spirit's board has unanimously recommended that its stockholders approve the merger, which is also subject to regulatory approvals and customary closing conditions. The agreement stipulates termination fees of $150 million from Spirit and $300 million from Boeing if certain conditions are met. Notably, Boeing stockholder approval is not required, nor is the merger contingent on financing. In relation to the merger, Spirit has arranged a term sheet with Airbus for the divestiture of certain operations and has secured a bridge loan facility from Morgan Stanley. Morgan Stanley is expected to receive fees for its services to all parties involved. The merger may have different implications for certain Spirit directors and executive officers compared to general stockholders and could be considered a 'reorganization' for tax purposes under Section 368(a) of the Internal Revenue Code.