FTC Clears Boeing’s $8.3 Billion Acquisition of Spirit AeroSystems with Strict Divestiture Conditions

On December 3, 2025, the Federal Trade Commission (FTC) announced a decisive regulatory order permitting Boeing to proceed with its $8.3 billion acquisition of Spirit AeroSystems. However, the approval comes with significant strings attached: Boeing must divest critical manufacturing assets to preserve competition within the global aerospace supply chain.

According to the official announcement, the FTC’s order is designed to prevent the consolidation of control over components essential to Boeing’s primary rival, Airbus. By mandating these divestitures, regulators aim to ensure that the reintegration of Spirit into Boeing does not negatively impact the production capabilities or costs of competing manufacturers.

Mandated Divestitures and Asset Transfers

To resolve antitrust concerns, the FTC has identified specific “Airbus-facing” operations that must be separated from Spirit AeroSystems before or concurrent with the merger’s closing. These requirements align with similar regulatory frameworks established by authorities in the UK and Europe.

Transfer of Operations to Airbus

Boeing is required to transfer ownership of several key facilities directly to Airbus. These sites are responsible for producing fuselage sections and wing components for the A350, A220, and A320 programs. As outlined in the regulatory findings, the specific facilities include:

• Kinston, North Carolina (USA): Manufacturing of A350 fuselage sections.
• St. Nazaire (France): Assembly of A350 fuselage sections.
• Belfast (Northern Ireland): Production of A220 wings and mid-fuselage sections.
• Casablanca (Morocco): Production of A220 and A321 components.
• Prestwick (Scotland): Manufacturing of wing components for the A320 and A350.
• Wichita, Kansas (USA): Specific production lines dedicated to A220 pylons.

Financial disclosures regarding the deal structure indicate that Airbus will receive approximately $559 million in compensation from Spirit to assume these work packages, which have historically been loss-making for the supplier.

Sale of Malaysia Facility to CTRM

In addition to the transfers to Airbus, the FTC has mandated the sale of Spirit’s manufacturing facility in Subang, Malaysia. This site, which supplies components to both major aircraft manufacturers, will be acquired by Composites Technology Research Malaysia (CTRM).

According to deal terms referenced in market reports, the value of this transaction is approximately $95.2 million. The sale to an independent third party is intended to prevent Boeing from gaining leverage over a facility that produces parts for its competitors.

Strategic Context: Reversing a Two-Decade Strategy

This acquisition marks a profound strategic pivot for Boeing, effectively undoing the 2005 decision to spin off its Wichita commercial aircraft division to create Spirit AeroSystems. That original separation was driven by a philosophy of focusing on “systems integration” rather than heavy manufacturing, a strategy that has faced intense scrutiny in recent years.

The move to re-acquire Spirit was accelerated by a series of quality control crises, most notably the January 5, 2024, incident involving an Alaska Airlines 737 MAX 9. By bringing Spirit back in-house, Boeing aims to eliminate the friction of “traveling work” and regain direct oversight over the quality of its fuselages.

AirPro News Analysis

We view the FTC’s swift decision as a pragmatic conclusion to a complex negotiation. While the divestitures are extensive, they were largely anticipated by the market. The “firewall” provisions mandated by the FTC, ensuring Spirit’s defense unit continues to supply contractors like Northrop Grumman without sharing proprietary data with Boeing, are critical for maintaining trust in the defense sector.

Financially, the immediate burden falls on Boeing to absorb Spirit’s debt and operational losses while ramping up 737 MAX production. However, analysts project that the consolidated operations could generate approximately $1.2 billion in annual cost synergies by 2026. For Airbus, securing the Belfast wing production facility is a significant strategic victory, insulating its A220 program from Boeing’s influence.

Frequently Asked Questions

When is the merger expected to close?
The merger is expected to formally close by the end of 2025, with divestitures occurring concurrently or immediately following the closing.

What is the total value of the deal?
The total value is approximately $8.3 billion, which includes an equity value of roughly $4.7 billion and the assumption of Spirit’s net debt.

How did the market react?
Following the announcement, Boeing shares slid approximately 2.5% to 3%, reflecting investor caution regarding the integration process, while Spirit shares rose slightly, signaling confidence that the regulatory hurdles have been cleared.

Sources:
Federal Trade Commission