Boeing-Spirit Merger at Risk? FTC Orders Asset Sale for Approval

The Federal Trade Commission has issued a landmark decision that could reshape Boeing’s acquisition of Spirit AeroSystems, requiring the aerospace giant to divest critical manufacturing operations to address competitive concerns. Under the consent order announced December 3, 2025, Boeing must sell Spirit’s aerostructures business in Subang, Malaysia to Composites Technology Research Malaysia (CTRM), along with all associated assets and personnel.

The $8.3 billion acquisition, which Boeing announced in July 2024, aimed to reintegrate its former parts supplier and bring significant manufacturing in-house. Spirit AeroSystems is among the world’s largest producers of fuselages, wings, and aerostructures, supplying approximately 70% of the structural components for Boeing’s 737 series while also providing critical parts to competitor Airbus.

The FTC’s action specifically addresses concerns that Boeing could restrict competitors’ access to Spirit’s essential components following the merger. “FTC’s action protects aircraft manufacturing competition to ensure that Americans across the country can continue to access high-quality aircraft,” said David J. Shaw, Principal Deputy Director of the FTC’s Bureau of Competition.

Beyond the Malaysian divestiture, Boeing must maintain current supply contracts for military aircraft programs and remain available as a supplier for future competitors. The company is also required to provide transitional support to help manufacturers—including Airbus—sustain operations during the transition.

The divestiture requirements underscore growing antitrust scrutiny in aerospace manufacturing. The FTC argued that without these safeguards, Boeing could leverage Spirit’s integrated position to increase costs for Airbus or limit access to necessary materials, ultimately harming competition in both commercial and military aircraft sectors.

While the consent order allows the merger to proceed, it substantially complicates Boeing’s integration strategy and threatens the company’s goal of finalizing the acquisition by the end of 2025. The divestiture process will require regulatory approval and buyer identification, potentially extending timelines significantly. Industry observers view the ruling as a critical precedent for vertical integration in aerospace manufacturing, signaling increased FTC vigilance over consolidation that could reduce supplier competition.

Source ID: SRCE-2025-1764846046514-1140