The Boeing Company (NYSE:BA) has offered to acquire Spirit AeroSystems Holdings, Inc. (NYSE:SPR) for about $35 a share in a deal funded mostly with stock, according to people familiar with the matter. The latest proposal represents a switch from Boeing?s plan to fund an all-cash offer after months of talks between the companies, said the people, who asked not to be identified discussing the confidential matter. A $35 per share price would represent a premium of about 6% to Spirit?s stock as of Monday?s close, suggesting an equity valuation of $4.1 billion.

It?s also a 22% upside to its closing price on February 29, the day before Boeing?s takeover talks became public. A Boeing representative declined to comment on the decision to move to an all-stock deal, which was earlier reported by the Wall Street Journal. ?We continue to focus on the providing the best quality products for our customers,?

said Joe Buccino, a spokesman for Wichita, Kansas-based Spirit. The change in currency for the outlay should ease some of the squeeze on the cash-strapped planemaker, the people said. Final terms are still being hammered out and could include a small amount of cash, they said.

?We await more details, but we see the $35/share mark as a reasonable outcome for both parties,? Stifel analyst Bert W. Subin said in a note to clients. Boeing?s decision to revise the payment terms is the latest twist in an unusually complex transaction, which will also require Spirit to spin off some of its manufacturing plants to Airbus SE (ENXTPA:AIR).

The switch will require more due diligence, but isn?t seen as a deal-killer. The three-way transaction is still expected to be announced within a matter of days, said the people. Shares of Spirit slid 4% to $31.75 in premarket US trading on June 25, 2024.

They had gained 4.1% year-to-date on anticipation of a sale, despite financial distress that has required financial aid from its two biggest customers.