Boeing Brasil Serviços Técnicos Aeronáuticos Ltda signed a memorandum of understanding to acquire 80% stake in commercial aircraft operations of Embraer S.A. (BOVESPA:EMBR3) for $3.8 billion on July 5, 2018. Boeing Brasil Serviços Técnicos Aeronáuticos Ltda entered into an agreement to acquire Commercial Aircraft Operations of Embraer from Embraer S.A. for $4.2 billion on January 24, 2019. The transaction is subject to certain adjustments. As on December 17, 2018, the deal value is revised from $3.8 billion to $4.2 billion. The agreement proposes the formation of a joint venture comprising the commercial aircraft operations, in which Boeing will hold 80% stake and Embraer will hold 20% stake. As per disclosure of May 23, 2019, Boeing will change commercial aircraft operations’s branding to Boeing Brasil-Commercial and to drop the Embraer name. Post the transaction, the joint venture will be led by Brazil-based management, including a President and Chief Executive Officer, and Boeing will have an operational and management control of the new company, which will report directly to Dennis Muilenburg, Boeing’s Chairman, President and Chief Executive Officer. Finalization of the financial and operational details of the strategic partnership and negotiation of definitive transaction agreements are expected to continue in the coming months. The transaction is subject to approval by the Government of Brazil, ratification by the Embraer Board of Directors and its further authorization to execute the definitive transaction documents. Once the parties have executed the definitive transaction agreements, the strategic partnership will then be subject to shareholder approval of Boeing and Embraer, antitrust approvals and regulatory approvals, as well as other customary closing conditions. As of December 6, 2018, the Brazilian federal court suspended the transaction pending the takeover of the new administration. As on December 17, 2018, the board of Embraer S.A. and The Boeing Company have approved the transaction. As on December 20, 2018, the Brazilian judge issues an injunction for blocking the sale of Commercial Aircraft Operations of Embraer. As of January 10, 2019, the transaction has been approved by the Brazilian Government. As of January 11, 2019, the transaction was ratified by the Embraer's Board of Directors. The closing of the transaction is now subject to the approval of Embraer’s shareholders at an Extraordinary Shareholders’ Meeting, approval by antitrust authorities from Brazil, the United States of America and other applicable jurisdictions and satisfaction of other customary conditions. Embraer set the date for a shareholders meeting to approve the tie-up on February 26, 2019. As reported, October 4, 2019 was set as a provisional deadline for the ruling by European commission. The transaction was approved by the shareholders of Embraer on February 26, 2019. As on October 3, 2019, European Commission indicated it will open a Phase II assessment over the transaction. As of November 12, 2019, the parties have already obtained applicable antitrust clearance from antitrust authorities in certain jurisdictions and the consummation of the Transaction remains subject to approval by antitrust authorities in certain other applicable jurisdictions. As of November 19, 2019, this transaction won unconditional antitrust approval from China. As of January 1, 2020, the internal carve-out of the Company's commercial aviation business was implemented by means of the contribution by Embraer, to the capital stock of Yaborã Indústria Aeronáutica S.A. The transaction is expected to close by end of 2019. As of October 3, 2019, the transaction is expected to close early in 2020. Embraer plans to use the proceeds of the joint venture for high-return investments and reducing debt, as well as a special dividend payment and a potential share buyback program. The transaction is expected to be accretive to Boeing’s earnings per share beginning in 2020 and to generate estimated annual pre-tax cost synergies of approximately $150 million by third year. As of January 9, 2020 European Union's antitrust regulators resumed their investigation for acquisition of commercial aircraft operations of Embraer S.A. and deadline for decision is April 30, 2020. As of January 21, the European Commission again suspended its review into the agreement. As of January 27, 2020, the antitrust approval has been received from Council for Economic Defense, General-Superintendence in Brazil. The decision will become final within the next 15 days unless a review is requested by CADE Commissioners. On February 13, 2020, Brazilian prosecutors filed an appeal with Cade to reconsider the approval of the transaction. Cade will then review the appeal and will decide whether the transaction should be reviewed or not. As on March 19, 2020, the transaction is again approved by Council for Economic Defense. The partnership has now received unconditional clearance from every regulatory jurisdiction with the exception of the European Commission. Unconditional clearance has now been granted in Brazil, United States, China, Japan, South Africa, Montenegro, Colombia, and Kenya. Citigroup Global Markets Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. and McKinsey acted as financial advisors to Embraer S.A. KPMG International acted as accountant and Barbosa, Müssnich & Aragão Advogados acted as legal advisor for Embraer. Jennifer Conlon of J.P. Morgan acted as financial advisor to The Boeing Company. Paul Schnell, Thomas Greenberg and Victor Hollender of Skadden acted as legal advisors to Embraer S.A. Jeff Maydew, Christine Sloan, Kai Kramer and Meaghan Wolfe of Baker McKenzie acted as legal advisors to The Boeing Company. S. Todd Crider, Stephen Wiseman, Luiz F. Noronha, Luiz Arthur Bihari, Winnie Y. Loureiro, Lori Lesser, Peter Thomas, David Vann, Ellen Frye, Courtney Olden, Emily Hogan, John Goheen, Lindsey Bohl, Adeeb Fadil and Ben Sunshine of Simpson Thacher acted as legal advisors to The Boeing Company, parent of Boeing Brasil Serviços Técnicos Aeronáuticos Ltda. Victor Lewkow, Neil Markel, Jonathan Mendes de Oliveira and Sharon Wu of Cleary Gottlieb is advising Citigroup Global Markets Inc., financial advisor to Embraer S.A. Boeing Brasil Serviços Técnicos Aeronáuticos Ltda cancelled the acquisition of 80% stake in commercial aircraft operations of Embraer S.A. (BOVESPA:EMBR3) on April 24, 2020. Boeing exercised its rights to terminate after Embraer did not satisfy the necessary conditions.