8-KMaterial AgreementsExhibits & Filings

BOEING CO 8-K Report, Material Agreement (Jul 7, 2009)

Filed July 7, 2009For Securities:BABA-PA

Summary

The Boeing Company (BA) has filed an 8-K report detailing a significant asset purchase agreement entered into by its wholly-owned subsidiary, BCACSC, Inc., with Vought Aircraft Industries, Inc. This agreement involves the acquisition of Vought's 787 business operations located in North Charleston, South Carolina, for an approximate cash consideration of $580 million. The acquisition includes the business, assets, and operations, with Boeing assuming most liabilities related to this specific 787 business segment. This strategic move is expected to bolster Boeing's control and integration of its 787 Dreamliner program by bringing a key manufacturing component in-house. The transaction is subject to customary closing conditions, including a required waiver from Vought's lenders.

Key Highlights

  • 1Boeing, through its subsidiary BCACSC, Inc., is acquiring Vought's 787 business operations in North Charleston, South Carolina.
  • 2The estimated cash consideration for the acquisition is approximately $580 million, subject to post-closing adjustments.
  • 3Boeing will assume the liabilities associated with Vought's 787 business, with certain exclusions such as pre-closing environmental and tax liabilities.
  • 4The transaction is expected to enhance Boeing's integration and management of the 787 Dreamliner program.
  • 5Several ancillary agreements will be entered into at closing, including transition services, engineering services, intellectual property licensing, termination of the existing supply agreement, and a new long-term supply agreement.
  • 6The closing of the acquisition is contingent on the satisfaction of customary conditions, notably a waiver from Vought's senior credit facility lenders.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement for Boeing, through its subsidiary, to acquire the 787 business operations of Vought Aircraft Industries in North Charleston, South Carolina. This acquisition is a significant step in Boeing's strategy to gain greater control over its 787 Dreamliner production.

Boeing is paying approximately $580 million in cash for the acquisition, which is subject to adjustments. This expenditure is aimed at bringing a critical part of the 787 supply chain under direct Boeing management, potentially leading to better integration and cost efficiencies in the long run.

Boeing will assume most of the liabilities associated with Vought's 787 business being acquired. However, Vought will retain certain liabilities, including pre-closing environmental and tax liabilities, specific employee benefit plan liabilities, and liabilities related to unknown pre-closing violations of law exceeding $10 million.

Yes, the closing of the transaction is subject to several customary closing conditions. A key condition is obtaining a waiver from the lenders under Vought's senior credit facility, which is necessary for the transaction to proceed.