ARLINGTON, Va., Oct. 28,
2024 /PRNewswire/ -- The Boeing Company [NYSE: BA]
("Boeing" or the "Company") announced today the launch of
concurrent separate underwritten public offerings of (i) 90,000,000
shares of common stock, par value $5.00 per share ("Common Stock") of the Company
and (ii) $5 billion of depositary
shares ("Depositary Shares"), each representing a 1/20th interest
in a share of newly issued Series A Mandatory Convertible Preferred
Stock, par value $1.00 per share
("Preferred Stock"), of the Company (together, the
"Offerings"). Boeing expects to grant to the underwriters of the
Offerings a 30-day option to purchase up to an additional (i)
13,500,000 shares of Common Stock and (ii) $750 million
of Depositary Shares, solely to cover over-allotments, if any.
Boeing intends to use the net proceeds from the Offerings for
general corporate purposes, which may include, among other things,
repayment of debt, additions to working capital, capital
expenditures, and funding and investments in the Company's
subsidiaries.
Holders of the Depositary Shares will be entitled to a
proportional fractional interest in the rights and preferences of
the Preferred Stock, including conversion, dividend, liquidation
and voting rights, subject to the provisions of a deposit
agreement. The Preferred Stock is expected to have a liquidation
preference of $1,000 per share.
Unless earlier converted, each share of Preferred Stock will
automatically convert, for settlement on or about October 15, 2027, into a variable number of
shares of Common Stock based on the applicable conversion rate, and
each Depositary Share will automatically convert into a number of
shares of Common Stock equal to a proportionate fractional interest
in such shares of Common Stock. The dividend rate, conversion terms
and other terms of the Preferred Stock will be determined at the
time of pricing of the offering of the Depositary Shares.
Currently, there is no public market for the Depositary Shares or
the Preferred Stock. Boeing intends to apply to list the Depositary
Shares on the New York Stock Exchange under the symbol
"BA.PRA."
Goldman Sachs & Co. LLC, BofA Securities, Citigroup and J.P.
Morgan are acting as lead joint bookrunning managers for the
Offerings. Wells Fargo Securities, BNP PARIBAS, Deutsche Bank
Securities, Mizuho, Morgan Stanley, RBC Capital Markets and SMBC
Nikko are also acting as joint bookrunning managers for the
Offerings. PJT Partners is acting as Boeing's financial advisor for
the Offerings.
A registration statement on Form S-3 relating to these
securities has been filed with the Securities and Exchange
Commission (the "SEC") and has become effective. Each Offering
may be made only by means of a prospectus supplement and
accompanying prospectus. Copies of the preliminary prospectus
supplements and accompanying prospectuses related to the
Offerings can be obtained by visiting the SEC's website at
http://www.sec.gov or by contacting Goldman Sachs & Co.
LLC, Attention: Prospectus Department, 200 West Street,
New York, NY 10282, by telephone
at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com;
BofA Securities, NC1-022-02-25, 201 North Tryon Street,
Charlotte, NC 28255-0001,
Attention: Prospectus Department, or by email at
dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at
1-800-831-9146; or J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com.
This release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor does it
constitute an offer, solicitation or sale of these securities, in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
Caution Concerning Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as "may," "should," "expects," "intends,"
"projects," "plans," "believes," "estimates," "targets,"
"anticipates," and other similar words or expressions, or the
negative thereof, generally can be used to help identify these
forward-looking statements. Examples of forward-looking statements
include statements relating to the offerings of Common Stock,
Preferred Stock and Depositary Shares, our ability to complete the
Offerings on the anticipated timeline or at all and the anticipated
use of the net proceeds therefrom, as well as any other statement
that does not directly relate to any historical or current fact.
Forward-looking statements are based on expectations and
assumptions that we believe to be reasonable when made, but that
may not prove to be accurate. These statements are not guarantees
and are subject to risks, uncertainties, and changes in
circumstances that are difficult to predict. Many factors could
cause actual results to differ materially and adversely from these
forward-looking statements. Among these factors are risks related
to: (1) general conditions in the economy and our industry,
including those due to regulatory changes; (2) our reliance on our
commercial airline customers; (3) the overall health of our
aircraft production system, production quality issues, commercial
airplane production rates, our ability to successfully develop and
certify new aircraft or new derivative aircraft, and the ability of
our aircraft to meet stringent performance and reliability
standards; (4) our pending acquisition of Spirit AeroSystems
Holdings, Inc. (Spirit), including the satisfaction of closing
conditions in the expected timeframe or at all, (5) changing budget
and appropriation levels and acquisition priorities of the U.S.
government, as well as significant delays in U.S. government
appropriations; (6) our dependence on our subcontractors and
suppliers, as well as the availability of highly skilled labor and
raw materials; (7) work stoppages or other labor disruptions; (8)
competition within our markets; (9) our non-U.S. operations and
sales to non-U.S. customers; (10) changes in accounting estimates;
(11) realizing the anticipated benefits of mergers, acquisitions,
joint ventures/strategic alliances or divestitures, including
anticipated synergies and quality improvements related to our
pending acquisition of Spirit; (12) our dependence on U.S.
government contracts; (13) our reliance on fixed-price contracts;
(14) our reliance on cost-type contracts; (15) contracts that
include in-orbit incentive payments; (16) unauthorized access to
our, our customers' and/or our suppliers' information and systems;
(17) potential business disruptions, including threats to physical
security or our information technology systems, extreme weather
(including effects of climate change) or other acts of nature, and
pandemics or other public health crises; (18) potential adverse
developments in new or pending litigation and/or government
inquiries or investigations; (19) potential environmental
liabilities; (20) effects of climate change and legal, regulatory
or market responses to such change; (21) credit rating agency
actions and changes in our ability to obtain debt financing on
commercially reasonable terms, at competitive rates and in
sufficient amounts; (22) substantial pension and other
postretirement benefit obligations; (23) the adequacy of our
insurance coverage; and (24) customer and aircraft concentration in
our customer financing portfolio.
Additional information concerning these and other factors can be
found in our filings with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Any
forward-looking statement speaks only as of the date on which it is
made, and we assume no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law.
Contact:
Investor Relations: BoeingInvestorRelations@boeing.com
Communications: media@boeing.com
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SOURCE Boeing
