The transaction was structured as a membership interest purchase agreement, dated April 22, 2025, among The Boeing Company as seller, JNPR Aero, LLC as the company being sold, and Project Maroon, LLC, a Thoma Bravo acquisition vehicle, as buyer. Under the agreement, the purchase price was defined as $10,550,000,000 plus the target company's cash, adjusted up or down for working capital relative to agreed collars, and reduced by closing-date indebtedness and transaction expenses. The agreement was backed by an equity financing commitment from Thoma Bravo-affiliated funds, with a limited guarantee from Thoma Bravo guarantor entities covering certain of the buyer's payment obligations; no third-party debt financing for the buyer was disclosed in the purchase agreement.

Boeing Chief Executive Officer Kelly Ortberg said the transaction was "an important component of our strategy to focus on core businesses, supplement the balance sheet and prioritize the investment grade credit rating." Chris Raymond, president and CEO of Boeing Global Services, said the sale "enables all parts of the digital portfolio to focus on their strengths," adding that Boeing's "commitment to meeting our customers' needs is unwavering as we move forward with our core products and services to support their fleets." Thoma Bravo Managing Partner Holden Spaht said, "with a heritage dating back to the 1930s, Jeppesen has been at the forefront of technological innovation for nearly a century. We are excited to build on this track record and power its next phase of growth." Thoma Bravo Managing Partner Scott Crabill said the business "has been through an impressive growth transformation in recent years and has strong momentum," and that Thoma Bravo would support "the company's standalone growth objectives through strategic investments, operational best practices and a shared commitment to innovation and long-term value creation."

Boeing disclosed that it would retain its core digital capabilities that harness aircraft and fleet-specific data to provide commercial and defense customers with fleet maintenance, diagnostics and repair services, including predictive and prognostic maintenance insights, while the divested businesses depart under Thoma Bravo's ownership. Approximately 3,900 employees worldwide worked in Boeing's Digital Aviation Solutions organization at announcement, spanning both the retained and divested portions of the business; the agreement included principles for data sharing and future collaboration between Boeing and the divested business to help ensure continuity of operations.

The merger agreement set a termination date of January 17, 2026 (extendable under specified circumstances tied to outstanding regulatory approvals or the pre-closing reorganization), and provided for a termination fee of $844,000,000 payable by the buyer to Boeing if the agreement was terminated under certain buyer-breach or failure-to-close scenarios, with interest and Boeing's collection costs added if not paid promptly; this fee did not come into play because the deal closed.

Boeing's financial statements confirm the closing and its financial impact. As of September 30, 2025, the Digital Aviation Solutions assets ($1,473 million) and liabilities ($524 million) being sold, including $810 million of goodwill, $306 million of acquired intangible assets and $160 million of accounts receivable, were classified as held for sale, with the transaction still pending as of that quarter's Form 10-Q. Boeing's Form 10-K for fiscal year 2025 confirms that the sale closed on October 31, 2025 for proceeds of $10,550 million and resulted in a gain of $9,566 million recorded in "Gain on dispositions, net" in Boeing's consolidated statements of operations. Boeing's Global Services segment (BGS) earnings from operations increased by $9,856 million in 2025 compared with 2024, which Boeing attributed primarily to this gain.

Citi served as exclusive financial advisor to Boeing and Mayer Brown LLP served as outside legal counsel to Boeing. Kirkland & Ellis LLP served as legal counsel to Thoma Bravo. No separate investor presentation exhibit was filed alongside the merger agreement and press release, and no merger proxy statement was required since the transaction was a private carve-out sale rather than a public-company merger requiring a shareholder vote. Details such as the specific EBITDA or revenue of the divested business, any EV/EBITDA multiple implied by the $10.55 billion price, and the post-closing capital structure of the newly independent company (which has since been operating under the name Jeppesen ForeFlight) are not disclosed in the SEC filings reviewed.