FTC Orders Boeing To Divest Spirit AeroSystems Assets In $8.3 Bln Deal

Spirit AeroSystems Holdings

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(RTTNews) - The Federal Trade Commission or FTC announced that The Boeing Co. (BA) must divest significant assets of Spirit AeroSystems Holdings, Inc. to resolve antitrust concerns tied to Boeing's proposed $8.3 billion acquisition of Spirit. The FTC's order is designed to protect competition in the large commercial and military aircraft markets, which are vital to both American travelers and national security.

The merger seeks to combine Boeing with Spirit's production of fuselages and wings—critical structural components for commercial and military aircraft.

Under the proposed consent order, Boeing will divest: Key Spirit businesses supplying aerostructures to Airbus SE, including all necessary assets and personnel, which will be transferred to Airbus. Spirit's Subang, Malaysia aerostructures business, currently supplying both Boeing and Airbus, which will be divested to Composites Technology Research Malaysia Sdn. Bhd (CTRM).

The divestitures address FTC allegations that Boeing's acquisition would give it the ability and incentive to raise costs or restrict Airbus' access to essential inputs. Boeing is required to provide transitional services to Airbus and CTRM to ensure continuity, while an FTC-appointed monitor will oversee compliance.

The order also requires Boeing and Spirit to continue supplying aerostructures and related services to competing contractors for military aircraft programs. Spirit must honor existing contracts, remain available to future competitors, and avoid favoring Boeing in dealings with other military aircraft companies. Additionally, Spirit must safeguard competitors' confidential information.

The FTC emphasized that without these measures, Boeing could limit competitors' access to Spirit's technologies and exploit sensitive proprietary data. The investigation was conducted in close cooperation with competition agencies in the European Union, United Kingdom, and the U.S. Department of War (DoW), reflecting the transaction's implications for national security and the defense industrial base.

The Commission voted 2-0 to issue the complaint and accept the consent agreement for public comment. The public will have 30 days to submit feedback on the proposed package.