Today, Boeing announced the launch of two concurrent underwritten public offerings: (i) 90 million shares of its common stock, each with a par value of $5.00, and (ii) $5 billion in depositary shares, each representing a 1/20th interest in newly issued Series A Mandatory Convertible Preferred Stock, with a par value of $1.00 per share. Boeing will grant underwriters a 30-day option to purchase an additional (i) 13.5 million shares of common stock and (ii) $750 million of depositary shares to cover potential over-allotments.
The company plans to use net proceeds from these offerings for general corporate purposes, which may include debt repayment, working capital, capital expenditures, and investments in subsidiaries. Holders of the depositary shares will have a fractional interest in the rights of the preferred stock, including conversion, dividend, liquidation, and voting rights. Each preferred share has an expected liquidation preference of $1,000. Unless converted earlier, each share of preferred stock will automatically convert to common stock in October 2027, based on a specified conversion rate.
The dividend rate, conversion terms, and other specifics of the preferred stock will be set at the time of the offering. Boeing has applied to list the depositary shares on the New York Stock Exchange under the ticker symbol “BA.PRA.”
Goldman Sachs & Co. LLC, BofA Securities, Citigroup, and J.P. Morgan are lead bookrunners for the offerings, with additional joint bookrunners including Wells Fargo Securities, BNP PARIBAS, Deutsche Bank Securities, Mizuho, Morgan Stanley, RBC Capital Markets, and SMBC Nikko. PJT Partners is advising Boeing on the offerings.
A registration statement on Form S-3 for these securities has been filed with the SEC. The offerings can only be made via prospectus supplements, available from the SEC’s website at http://www.sec.gov or by contacting the lead bookrunning managers.
This announcement is not an offer to sell or a solicitation to buy these securities in any jurisdiction where it would be unlawful.
