Boeing Increases Common Stock Offerings

Depositary Shares Pricing Update from Boeing 

The Boeing Company has announced the pricing of its previously announced separate underwritten public offerings of (i) 112,500,000 shares of common stock, par value $5.00 per share ("Common Stock"), of the Company at a public offering price of $143.00 per share (the "Common Stock Offering") and (ii) $5 billion of depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of newly issued 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock") at a public offering price of $50.00 per Depositary Share (the "Depositary Shares Offering" and, together, the "Offerings").

Boeing has granted the underwriters in each respective offering a 30-day option to purchase up to an additional (i) 16,875,000 shares of Common Stock and (ii) $750 million of Depositary Shares, solely to cover over-allotments, if any, in each case at the public offering price less the applicable underwriting discount. The Common Stock Offering is expected to close on October 30, 2024 and the Depositary Shares Offering is expected to close on October 31, 2024, subject to customary closing conditions.

The net proceeds from the Common Stock Offering will be approximately $15.81 billion (assuming the underwriters do not exercise the option to purchase additional shares of Common Stock) and the net proceeds from the Depositary Shares Offering will be approximately $4.91 billion (assuming the underwriters do not exercise the over-allotment option to purchase additional Depositary Shares), in each case after deducting the applicable underwriting discount and estimated offering expenses payable by Boeing. 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 will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and Common Stock) at a rate per annum equal to 6.00% on the liquidation preference thereof, which is $1,000 per share, payable when, as and if declared by Boeing's board of directors (or an authorized committee thereof), on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2025 and ending on, and including, October 15, 2027.

Unless earlier converted, each outstanding share of Preferred Stock will automatically convert for settlement on or about October 15, 2027, into between 5.8280 and 6.9940 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 0.2914 and 0.3497 shares of Common Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to October 15, 2027.

Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the Depositary Shares Offering), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of Preferred Stock, on such holder's behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 5.8280, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Boeing has applied 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. Credit Agricole CIB, MUFG, COMMERZBANK, Santander, Academy Securities, Loop Capital Markets, Raymond James and Siebert Williams Shank are acting as co-managers for the Offerings. BTIG is acting as a co-manager for the Common Stock Offering and US Bancorp is acting as a co-manager for the Depositary Shares Offering. PJT Partners is acting as Boeing's financial advisor for the Offerings.