On July 31, 2019, The Boeing Company (the “Company”) issued $5,500,000,000 in aggregate principal amount of senior notes (the “Notes”) consisting of (1) $750,000,000 in aggregate principal amount that bear interest at the rate of 2.300% per annum and will mature on August 1, 2021 (the “2021 Notes”), (2) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 2.700% per annum and will mature on February 1, 2027 (the “2027 Notes”), (3) $750,000,000 in aggregate principal amount that bear interest at the rate of 2.950% per annum and will mature on February 1, 2030 (the “2030 Notes”), (4) $750,000,000 in aggregate principal amount that bear interest at the rate of 3.250% per annum and will mature on February 1, 2035 (the “2035 Notes”), (5) $1,250,000,000 in aggregate principal amount that bear interest at the rate of 3.750% per annum and will mature on February 1, 2050 (the “2050 Notes”), and (6) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 3.950% per annum and will mature on August 1, 2059 (the “2059 Notes”). Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. 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 July 29, 2019, by and among the Company and (a) with respect to the 2021 Notes, J.P. Morgan Securities LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, (b) with respect to the 2027 Notes, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc., (c) with respect to the 2030 Notes, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, (d) with respect to the 2035 Notes, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and SMBC Nikko Securities America, Inc., (e) with respect to the 2050 Notes, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, and (f) with respect to the 2059 Notes, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the purchasers named therein. The Company may redeem the Notes in whole or in part, upon at least 10 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 July 29, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2019 (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.
333-219630),
as filed with the SEC on August 2, 2017. The Company has filed with the SEC a Prospectus dated August 2, 2017, a Preliminary Prospectus Supplement dated July 29, 2019, a Free Writing Prospectus dated July 29, 2019, 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 July 31, 2019, 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.