UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
February 14, 2017
Date of Report (Date of earliest event reported)
The Boeing Company
(Exact name of registrant as specified in its charter)
| Delaware | 1-442 | 91-0425694 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification Number) |
| 100 N. Riverside, Chicago, IL | 60606-1596 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(312) 544-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On February 16, 2017, The Boeing Company (the “Company”) issued $900,000,000 in aggregate principal amount of senior notes (the “Notes”) consisting of (1) $300,000,000 in aggregate principal amount that bear interest at the rate of 2.125% per annum and will mature on March 1, 2022 (the “2022 Notes”), (2) $300,000,000 in aggregate principal amount that bear interest at the rate of 2.800% per annum and will mature on March 1, 2027 (the “2027 Notes”) and (3) $300,000,000 in aggregate principal amount that bear interest at the rate of 3.650% per annum and will mature on March 1, 2047 (the “2047 Notes”). Interest on the Notes is payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2017. The Notes are unsecured and have the same rank as the Company’s other unsecured and unsubordinated debt.
The Notes were issued pursuant to an Indenture dated as of February 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank. The sale of the Notes was made pursuant to the terms of a Purchase Agreement (the “Purchase Agreement”), dated February 14, 2017, by and among the Company and (a) with respect to the 2022 Notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., (b) with respect to the 2027 Notes, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Mizuho Securities USA Inc. and (c) with respect to the 2047 Notes, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the purchasers named therein. The Company may redeem the Notes in whole or in part, upon at least 30 days’ notice but not more than 60 days’ notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated February 14, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2017 (the “Final Prospectus Supplement”).
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-202311), as filed with the SEC on February 26, 2015. The Company has filed with the SEC a Prospectus dated February 26, 2015, a Preliminary Prospectus Supplement dated February 14, 2017, a Free Writing Prospectus dated February 14, 2017, and the Final Prospectus Supplement in connection with the public offering of the Notes.
The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated February 16, 2017, to the Company regarding certain legal matters with respect to the offering of the Notes, a copy of which is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Purchase Agreement, dated February 14, 2017, among the Company and, with respect to the 2022 Notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., with respect to the 2027 Notes, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Mizuho Securities USA Inc. and with respect to the 2047 Notes, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the purchasers named therein. | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| THE BOEING COMPANY | ||
| By: | /s/ Grant M. Dixton | |
| Grant M. Dixton | ||
| Vice President, Deputy General Counsel and Corporate Secretary | ||
Dated: February 16, 2017
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 1.1 | Purchase Agreement, dated February 14, 2017, among the Company and, with respect to the 2022 Notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., with respect to the 2027 Notes, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Mizuho Securities USA Inc. and with respect to the 2047 Notes, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the purchasers named therein. | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |