Form FWP BOEING CO Filed by: BOEING CO

July 30, 2019 6:03 AM

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-219630

Issuer Free Writing Prospectus, dated July 29, 2019

The Boeing Company

Final Term Sheet

$750,000,000 2.300% Senior Notes due 2021

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $750,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    August 1, 2021
Treasury Benchmark    1.750% due July 31, 2021
Treasury Price / Yield    99-25 5/8 / 1.852%
Spread to Treasury    +45 bps
Reoffer Yield    2.302%
Price to Public1    99.996%
Gross Fee Spread    0.200%
Coupon (Interest Rate)    2.300%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+10 bps
Use of Proceeds   

The Company intends to use approximately

$4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.

CUSIP / ISIN    097023CL7 / US097023CL77
Joint Book-Running Managers   

J.P. Morgan Securities LLC

Barclays Capital Inc.

RBC Capital Markets, LLC

Lloyds Securities Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Senior Co-Managers   

BofA Securities, Inc.

BBVA Securities Inc.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

 

1


  

Goldman Sachs & Co. LLC

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

Santander Investment Securities Inc.

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

Wells Fargo Securities, LLC

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Barclays Capital Inc. at 1-888-603-5847, and RBC Capital Markets, LLC at 1-866-375-6829.

 

2


$1,000,000,000 2.700% Senior Notes due 2027

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $1,000,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    February 1, 2027
Treasury Benchmark    1.875% due July 31, 2026
Treasury Price / Yield    99-18+ / 1.940%
Spread to Treasury    +80 bps
Reoffer Yield    2.740%
Price to Public1    99.730%
Gross Fee Spread    0.400%
Coupon (Interest Rate)    2.700%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+15 bps at any time prior to December 1, 2026 (two months prior to maturity); par call at any time on or after December 1, 2026
Use of Proceeds    The Company intends to use approximately $4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.
CUSIP / ISIN    097023CM5 / US097023CM50
Joint Book-Running Managers   

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

MUFG Securities Americas Inc.

BofA Securities, Inc.

BBVA Securities Inc.

Santander Investment Securities Inc.

Senior Co-Managers   

Barclays Capital Inc.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Lloyds Securities Inc.

 

3


  

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Junior Co-Managers   

Blaylock Van, LLC

C.L. King & Associates, Inc.

Cabrera Capital Markets, LLC

CastleOak Securities

Great Pacific Securities

Guzman & Company

Multi-Bank Securities, Inc.

R. Seelaus & Co., LLC

Siebert Cisneros Shank & Co., L.L.C.

Tribal Capital Markets, LLC

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Mizuho Securities USA LLC at 1-866-271-7403, and MUFG Securities Americas Inc. at 1-877-649-6848.

 

4


$750,000,000 2.950% Senior Notes due 2030

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $750,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    February 1, 2030
Treasury Benchmark    2.375% due May 15, 2029
Treasury Price / Yield    102-24 / 2.063%
Spread to Treasury    +90 bps
Reoffer Yield    2.963%
Price to Public1    99.883%
Gross Fee Spread    0.450%
Coupon (Interest Rate)    2.950%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+15 bps at any time prior to November 1, 2029 (three months prior to maturity); par call at any time on or after November 1, 2029
Use of Proceeds    The Company intends to use approximately $4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.
CUSIP / ISIN    097023CN3 / US097023CN34
Joint Book-Running Managers   

J.P. Morgan Securities LLC

Deutsche Bank Securities Inc.

Wells Fargo Securities, LLC

Citigroup Global Markets Inc.

Commerz Markets LLC

SG Americas Securities, LLC

Senior Co-Managers   

BofA Securities, Inc.

Barclays Capital Inc.

BBVA Securities Inc.

BNP Paribas Securities Corp.

Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA) LLC

Goldman Sachs & Co. LLC

Lloyds Securities Inc.

Mizuho Securities USA LLC

 

5


  

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

Santander Investment Securities Inc.

SMBC Nikko Securities America, Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Junior Co-Managers   

Academy Securities Inc.

Loop Capital Markets LLC

Penserra Securities LLC

Telsey Advisory Group LLC

The Williams Capital Group, L.P.

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Deutsche Bank Securities Inc. at 1-800-503-4611, and Wells Fargo Securities, LLC at 1-800-645-3751.

 

6


$750,000,000 3.250% Senior Notes due 2035

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $750,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    February 1, 2035
Treasury Benchmark    2.375% due May 15, 2029
Treasury Price / Yield    102-24 / 2.063%
Spread to Treasury    +120 bps
Reoffer Yield    3.263%
Price to Public1    99.843%
Gross Fee Spread    0.600%
Coupon (Interest Rate)    3.250%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+20 bps at any time prior to November 1, 2034 (three months prior to maturity); par call at any time on or after November 1, 2034
Use of Proceeds    The Company intends to use approximately $4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.
CUSIP / ISIN    097023CP8 / US097023CP81
Joint Book-Running Managers   

J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

SMBC Nikko Securities America, Inc.

Credit Agricole Securities (USA) Inc.

Mizuho Securities USA LLC

Santander Investment Securities Inc.

Senior Co-Managers   

BofA Securities, Inc.

Barclays Capital Inc.

BBVA Securities Inc.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Commerz Markets LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Lloyds Securities Inc.

 

7


  

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

SG Americas Securities, LLC

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Junior Co-Managers   

Academy Securities Inc.

Apto Partners, LLC

Loop Capital Markets LLC

MFR Securities, Inc.

Penserra Securities LLC

Stern Brothers

Telsey Advisory Group LLC

The Williams Capital Group, L.P.

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Credit Suisse Securities (USA) LLC at 1-800-221-1037, and SMBC Nikko Securities America, Inc. at 1-888-868-6856.

 

8


$1,250,000,000 3.750% Senior Notes due 2050

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $1,250,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    February 1, 2050
Treasury Benchmark    3.000% due February 15, 2049
Treasury Price / Yield    108-09 / 2.597%
Spread to Treasury    +120 bps
Reoffer Yield    3.797%
Price to Public1    99.155%
Gross Fee Spread    0.875%
Coupon (Interest Rate)    3.750%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+20 bps at any time prior to August 1, 2049 (six months prior to maturity); par call at any time on or after August 1, 2049
Use of Proceeds    The Company intends to use approximately $4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.
CUSIP / ISIN    097023CQ6 / US097023CQ64
Joint Book-Running Managers   

J.P. Morgan Securities LLC

BofA Securities, Inc.

Morgan Stanley & Co. LLC

BBVA Securities Inc.

BNP Paribas Securities Corp.

Credit Suisse Securities (USA) LLC

Senior Co-Managers   

Barclays Capital Inc.

Citigroup Global Markets Inc.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Lloyds Securities Inc.

Mizuho Securities USA LLC

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

 

9


  

Santander Investment Securities Inc.

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Junior Co-Managers   

Academy Securities Inc.

Bancroft Capital LLC

Drexel Hamilton, LLC

Loop Capital Markets LLC

Mischler Financial Group, Inc.

Samuel A. Ramirez & Company, Inc.

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, BofA Securities, Inc. at 1-800-294-1322, and Morgan Stanley & Co. LLC at 1-866-718-1649.

.

 

10


$1,000,000,000 3.950% Senior Notes due 2059

Summary of Final Terms

Dated July 29, 2019

 

Issuer    The Boeing Company
Principal Amount    $1,000,000,000
Trade Date    July 29, 2019
Settlement Date (T+2)    July 31, 2019
Maturity Date    August 1, 2059
Treasury Benchmark    3.000% due February 15, 2049
Treasury Price / Yield    108-09 / 2.597%
Spread to Treasury    +140 bps
Reoffer Yield    3.997%
Price to Public1    99.065%
Gross Fee Spread    0.925%
Coupon (Interest Rate)    3.950%
Interest Payment Dates    February 1 and August 1
First Interest Payment Date    February 1, 2020
Call Provision    MWC @ T+25 bps at any time prior to February 1, 2059 (six months prior to maturity); par call at any time on or after February 1, 2059
Use of Proceeds    The Company intends to use approximately $4 billion of the net proceeds from this offering to fund its previously announced joint venture with Embraer and the remaining net proceeds for general corporate purposes.
CUSIP / ISIN    097023CR4 / US097023CR48
Joint Book-Running Managers   

J.P. Morgan Securities LLC

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

BNP Paribas Securities Corp.

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

Senior Co-Managers   

BofA Securities, Inc.

Barclays Capital Inc.

BBVA Securities Inc.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Lloyds Securities Inc.

 

11


  

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

Santander Investment Securities Inc.

SunTrust Robinson Humphrey, Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Co-Managers   

ANZ Securities, Inc.

ICBC Standard Bank Plc2

Standard Chartered Bank3

Westpac Capital Markets LLC

Junior Co-Managers   

Academy Securities Inc.

Loop Capital Markets LLC

Notes:

  1

Plus accrued interest, if any, from July 31, 2019.

  2

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.

  3

Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at 1-212-834-4533, Citigroup Global Markets Inc. at 1-800-831-9146, and Goldman Sachs & Co. LLC at 1-866-471-2526.

 

12

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