M&A - BOEING CO

Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525093515

Filing Summary: On April 22, 2025, The Boeing Company entered into a Membership Interest Purchase Agreement to sell all of its interests in JNPR Aero, LLC and certain affiliates related to global aviation data and software products to Project Maroon, LLC for a purchase price of $10.55 billion, subject to customary adjustments. The Agreement outlines various conditions for closing, including the expiration of applicable antitrust waiting periods, obtaining necessary regulatory approvals, and performing all covenants as stipulated. Should the Agreement be terminated under specific circumstances prior to closing, the Buyer is obligated to pay Boeing a termination fee of $844 million. Boeing issued a press release on April 22, 2025, announcing the Agreement, which is attached as an exhibit to this report. This transaction's execution is marked as a significant step in Boeing's strategy regarding its business operations.

Form Type: DEF 14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525049921

Filing Summary: The Boeing Company is holding its 2025 Annual Meeting of Shareholders on April 24, 2025. The company is actively working on enhancing its safety and quality standards, particularly following challenges faced in recent years. The Board of Directors has focused on selecting a new CEO and has chosen Kelly Ortberg based on extensive consultations with stakeholders. Boeing plans to acquire Spirit AeroSystems, a strategic move designed to improve manufacturing quality and safety by centralizing these functions in-house. The board has maintained a high level of engagement, conducting numerous meetings and discussions regarding risk oversight and shareholder engagement throughout the past year. Key business items for the annual meeting include the election of directors, advisory votes on executive compensation, and the ratification of independent auditors for 2025. Shareholder proposals related to diversity, equity, and inclusion, and civil rights audits will also be discussed.

Form Type: CORRESP

Filing Date: 2024-11-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524267228

Filing Summary: The Boeing Company provided responses to comments from the U.S. Securities and Exchange Commission (SEC) regarding its Registration Statement on Form S-4, filed on August 12, 2024. The document details updates and revisions made in response to the SEC's comments, including clarifications on merger consideration, risks, and financial projections. Major points include the need for clearer illustrations of the merger exchange ratio and implications if the merger does not complete. The revisions also discuss executive succession decisions affecting the merger negotiations, and the materiality of a divestiture related to Airbus operations. Further details involve financial projections significantly influenced by operational changes and market conditions, along with anticipated ownership post-transaction. The submission aims to ensure compliance with SEC requirements and improve stakeholder understanding of the merger process.