The Federal Trade Commission has completed a consent order that permits The Boeing Company to move forward with its $8.3 billion acquisition of Spirit AeroSystems Holdings, Inc., on the condition that the aerospace leader divests certain key assets to mitigate antitrust issues.
The commission voted 2-0 in favor of the final order after a public comment period, wrapping up a review of the proposed merger that regulators indicated posed significant competition challenges in both the commercial and military aircraft sectors.
Spirit, recognized as the largest independent supplier of aerostructures like fuselages and wings, plays a vital role in providing essential components to Boeing and its main competitor, Airbus SE. The FTC claimed that without specific conditions, the acquisition would enable Boeing to increase costs or limit Airbus’s access to crucial inputs necessary for competing aircraft.
According to the consent order, Boeing is required to divest Spirit businesses that currently supply aerostructures to Airbus, which includes associated assets and personnel. These operations will be handed over to Airbus. Additionally, Boeing must divest Spirit’s aerostructures facility located in Subang, Malaysia, to Composites Technology Research Malaysia Sdn. Bhd., commonly referred to as CTRM.
Beyond the divestitures, the order mandates that Boeing and Spirit continue to provide aerostructures and related services to competing military aircraft contractors. Spirit is obligated to uphold existing contracts and remain available as a supplier for future projects. The company is prohibited from giving Boeing preferential treatment in its interactions with rival defense contractors and must protect the confidential information of its competitors.
Regulators said the measures address concerns that Boeing could otherwise restrict rivals’ access to Spirit’s products and technologies or gain access to sensitive proprietary information that could be used to its competitive advantage.
The order also requires Boeing to provide transitional services to Airbus and CTRM to ensure continuity in manufacturing operations. An independent monitor has been appointed to oversee compliance with the divestiture requirements. The final order includes a clarification outlining procedures for Boeing to submit compliance reports.
FTC officials said the action is aimed at preserving competition in markets they described as vital to American travelers and national security. The agency worked with competition authorities in the European Union and United Kingdom, as well as the U.S. Department of War, in reviewing the transaction and assessing potential national security implications.
The finalized consent order carries the force of law and resolves the FTC’s administrative complaint alleging the merger would violate antitrust statutes.
