Boeing Secures $3.0B 364‑Day Revolving Credit with SOFR Pricing

The Boeing Company entered a $3.0 billion, 364-day revolving credit agreement with Citibank and JPMorgan as lead arrangers and a syndicate of lenders, replacing a prior $3.0 billion three-year facility.

Rhea-AI Filing Summary

The Boeing Company entered a $3.0 billion, 364-day revolving credit agreement with Citibank and JPMorgan as lead arrangers and a syndicate of lenders, replacing a prior $3.0 billion three-year facility. The facility carries commitment fees of 0.125%–0.300% depending on Boeing's credit rating and SOFR-based borrowings priced at Term SOFR + 1.250%–1.700%. Alternate rate borrowings use a base rate plus a margin of 0.250%–0.700%.

The agreement terminates on August 24, 2026 but allows Boeing to convert outstanding borrowings into one-year term loans or request a one-year extension. Key covenants include a cap on consolidated debt at 60% of total capital and a minimum liquidity requirement of $5.0 billion. Events of default include payment failure, material misstatements, covenant breaches, certain ERISA liabilities, cross-defaults, and insolvency. Boeing’s existing five-year revolving facilities totaling $7.0 billion remain in effect.

Positive

• $3.0 billion committed facility secures near‑term liquidity
• Rating‑sensitive pricing links cost to Boeing’s credit profile, aligning incentives
• Conversion and extension rights give Boeing flexibility to manage maturities
• Existing five‑year revolvers totaling $7.0 billion remain in effect, preserving longer‑term capacity

Negative

• Short 364‑day tenor increases near‑term refinancing risk
• Liquidity covenant of $5.0 billion and 60% consolidated debt cap impose specific financial constraints
• Events of default include ERISA liabilities and cross‑defaults, which could accelerate obligations

Insights

Financial Analyst

TL;DR: Secured short-term liquidity with lender protections and rating‑sensitive pricing; covenant and liquidity floors clarify near-term financing flexibility.

The new 364‑day revolver preserves a $3.0 billion committed backstop while shortening tenor versus the prior three‑year facility. Pricing tied to credit rating (commitment fees 0.125%–0.300%; SOFR spreads 1.250%–1.700%) aligns cost with Boeing’s credit profile. The 60% consolidated debt-to-capital and $5.0 billion liquidity covenants are explicit constraints that lenders can enforce on default. The ability to convert borrowings into one‑year term loans or seek a 364‑day extension provides operational flexibility, but short tenor keeps refinancing risk in focus.

Corporate Governance Expert

TL;DR: Standard syndicated credit terms with customary covenants and default remedies; disclosure highlights lender relationships and conflicts.

The Agreement contains customary negative covenants (liens, mergers, debt ratio) and standard default triggers (payment, breaches, insolvency, ERISA liabilities). The filing appropriately discloses that certain lenders and affiliates have existing commercial relationships with Boeing, consistent with market practice. The document is a routine material definitive agreement disclosure rather than a corporate governance shift.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size and term of Boeing's new revolver (BA)?

The new revolver is $3.0 billion with a 364‑day term, scheduled to terminate on August 24, 2026.

How is interest priced under the new Boeing credit agreement?

SOFR‑based borrowings bear interest at Term SOFR + 1.250%–1.700% depending on Boeing's credit rating; alternative base rates carry an added margin of 0.250%–0.700%.

What fees does Boeing pay on the commitments?

Boeing will pay commitment fees between 0.125% and 0.300% per annum, dependent on its credit rating.

What covenants are included in the agreement?

Key covenants include a limit on consolidated debt to 60% of total capital and a requirement to maintain $5.0 billion of liquidity as defined in the agreement.

Can Boeing extend or convert the revolver?

Yes. Boeing may convert outstanding borrowings into term loans maturing one year after termination or request a one‑year extension of the facility, subject to fees and lender consent.

Do other Boeing credit facilities remain available?

Yes. Boeing’s five‑year revolving credit agreements dated May 15, 2024 ($4.0 billion) and August 24, 2023 ($3.0 billion) remain in effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/28/2025 - 05:00 PM Learn about SEC filing dates

BOEING COfalse0000012927929 Long Bridge DriveArlingtonVA703465-350000000129272025-08-252025-08-250000012927us-gaap:CommonStockMember2025-08-252025-08-250000012927us-gaap:ConvertiblePreferredStockSubjectToMandatoryRedemptionMember2025-08-252025-08-25

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

Date of Report (Date of Earliest Event Reported): August 25, 2025

 

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-442

91-0425694

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)

929 Long Bridge Drive, Arlington, VA

22202

(Address of principal executive offices)

(Zip Code)

(703) 465-3500

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5.00 Par Value

BA

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par Value

BA-PRA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 25, 2025, The Boeing Company (“Boeing”) entered into a $3.0 billion, 364-day revolving credit agreement (the “Agreement”) with Citibank, N.A. (“Citibank”) and JPMorgan Chase Bank, N.A. (“JPMorgan”) as joint lead arrangers and joint book managers, Citibank as administrative agent, JPMorgan as syndication agent, and a syndicate of lenders as defined in the Agreement. This facility replaces Boeing’s previous $3.0 billion, three-year revolving credit agreement, which was scheduled to terminate on August 25, 2025. Under the Agreement, Boeing will pay a fee of between 0.125% and 0.300% per annum on the commitments, depending on Boeing’s credit rating. Borrowings under the Agreement that are based on SOFR will generally bear interest at an annual rate equal to Term SOFR (as defined in the Agreement) plus between 1.250% and 1.700% per annum, depending on Boeing’s credit rating. All other borrowings under the Agreement will bear interest at an annual rate equal to the highest of (1) the rate announced publicly by Citibank, from time to time, as its “base” rate, (2) the federal funds rate plus 0.50% and (3) Term SOFR for a one-month tenor in effect on such day plus 1.00%, plus in each of (1), (2) and (3) between 0.250% and 0.700% per annum, depending on Boeing’s credit rating. The Agreement is scheduled to terminate on August 24, 2026, subject to Boeing’s right to, following payment of additional fees, convert outstanding borrowings into term loans with a maturity date that is the one-year anniversary of the termination date, as well as Boeing’s right to request that the lenders extend the term for an additional 364 days.

The Agreement contains customary terms and conditions, including covenants restricting Boeing’s ability to permit consolidated debt (as defined in the Agreement) in excess of 60% of Boeing’s total capital (as defined in the agreement), to incur liens, and to merge or consolidate with another entity and a covenant requiring Boeing to maintain liquidity (as defined in the Agreement) of at least $5.0 billion. Events of default under the Agreement include: (1) failure to pay outstanding principal or interest within five business days of when due, (2) determination that any representation or warranty was incorrect in any material respect when made, (3) failure to perform any other term, covenant or agreement, which failure is not remedied within 30 days of notice, (4) a cross-default with other debt in certain circumstances, (5) the incurrence of certain liabilities under the Employee Retirement Income Security Act of 1974 and (6) bankruptcy and other insolvency events. If an event of default occurs and is continuing, the lenders would have the right to accelerate and require the repayment of all amounts outstanding under the Agreement and would not be required to advance any additional funds.

The foregoing description is qualified in its entirety by the Agreement, which is filed as exhibit 10.1 hereto.

Certain of the lenders and their affiliates have performed, and may in the future perform, for Boeing and its subsidiaries, various banking, underwriting, and other financial services, for which they receive customary fees and expenses.

Boeing’s five-year revolving credit agreement, dated as of May 15, 2024, which consists of $4.0 billion of total commitments and Boeing's five-year revolving credit agreement, dated as of August 24, 2023, which consists of $3.0 billion of total commitments, each remain in effect.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						364-Day Credit Agreement, dated as of August 25, 2025, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and Citibank, N.A. and JPMorgan Chase Bank N.A., as Joint Lead Arrangers and Joint Book Managers
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ John C. Demers
			John C. Demers
			Vice President, Assistant General Counsel and Corporate Secretary
Dated: August 28, 2025