Boeing–Embraer joint venture

The Boeing–Embraer joint venture was a proposed aerospace partnership between Boeing and Brazilian aircraft manufacturer Embraer. Its principal purpose was to combine Embraer's commercial-aircraft design and production activities with Boeing's global sales, marketing, service, and financing capabilities. The planned business was intended to cover Embraer's ERJ regional jets, E-Jet family, and E-Jet E2 aircraft, while Embraer would retain its executive-jet and defense businesses outside the principal commercial joint venture. The arrangement emerged from strategic pressure in the commercial-aircraft industry. Boeing was seeking a stronger position in the below-150-seat aircraft segment, where Embraer had an established product family and customer base. Embraer, meanwhile, faced the challenge of independently funding and marketing the E-Jet E2 program and competing against increasingly integrated rivals. The proposed transaction also followed Airbus's acquisition of a controlling interest in Bombardier's CSeries program, later marketed as the Airbus A220. Rather than acquire Embraer outright, Boeing and Embraer structured a partnership intended to preserve Brazilian control of the wider Embraer group and avoid a transfer of control over its defense activities. The companies announced a strategic-partnership memorandum in July 2018. Under the principal proposal, Boeing would pay approximately $3.8 billion for an 80 percent interest in a commercial-aircraft joint venture. In December 2018, the proposed payment was increased to $4.2 billion. The venture was expected to be managed from Brazil, with Boeing control over the new company and Embraer's commercial-airliner production continuing in São José dos Campos. Embraer was expected to move production of its executive jets to Gavião Peixoto, where its defense operations were based. The proposed venture was publicly named Boeing Brasil–Commercial in May 2019. The proposal required approval from Embraer's shareholders, the Brazilian government, and competition authorities in several jurisdictions. It was politically contentious because the Brazilian government retained special rights in Embraer through golden shares and because opponents argued that the transaction would remove a strategically important aircraft business from effective Brazilian control. Court injunctions sought by legislators and employee unions temporarily challenged the arrangement, although appeals courts overturned those measures. The Brazilian government approved the partnership in January 2019, and Embraer shareholders approved it in February 2019. Boeing and Embraer also named senior leaders for the planned company and explored a separate defense partnership to market Embraer's C-390 Millennium transport aircraft. Regulatory review, particularly in the European Union, delayed completion. The timetable was further affected by the COVID-19 pandemic and the severe contraction in air travel. On April 24, 2020, Boeing terminated the commercial joint-venture agreement, stating that Embraer had not satisfied agreed conditions. Embraer rejected that explanation and argued that Boeing's financial difficulties, including the consequences of the 737 MAX grounding, contributed to the withdrawal. The proposed C-390 defense venture was also terminated, although a separate marketing relationship for the aircraft reportedly remained. In September 2024, the companies reached an arbitration settlement reported as approximately $150 million concerning Boeing's withdrawal. Because the venture never completed, it produced no independent aircraft line, operating business, or continuing corporate brand.

The proposed Boeing–Embraer joint venture grew out of strategic changes in the global commercial-aircraft industry. In late 2017, reports indicated that Boeing and Embraer were discussing a possible combination. A direct acquisition was politically difficult because Embraer, although privatized in the early 1990s, remained subject to Brazilian government influence through golden shares. Brazilian officials also regarded the company's defense and commercial capabilities as closely linked. The government therefore resisted a transfer of control of Embraer while leaving open the possibility of a partnership that preserved Brazilian influence. In early 2018, the companies shifted toward a joint-venture structure. On July 5, 2018, they announced a memorandum of understanding under which Boeing would acquire an 80 percent interest in a new company focused on Embraer's commercial-aircraft operations. The proposed business would produce and support the ERJ, E-Jet, and E-Jet E2 families. Embraer would retain its executive-jet and defense businesses, while the parties considered a separate arrangement for the C-390 Millennium. Boeing's proposed investment was initially approximately $3.8 billion and was increased to approximately $4.2 billion in December 2018. The structure included long-term share-transfer restrictions and protections for Embraer's minority interest. The proposal encountered political and legal resistance. Opponents argued that Boeing would gain control over a valuable Brazilian aircraft business and that the structure could weaken national strategic interests. A federal court injunction briefly blocked the transaction after legislators challenged it, but an appeals court overturned the order. Employee unions later brought another challenge, which also resulted in a temporary injunction that was subsequently overturned. The Brazilian government approved the arrangement in January 2019 after commitments concerning Brazilian jobs and the transfer of executive-jet production from São José dos Campos to Gavião Peixoto. Embraer's shareholders approved the partnership in February 2019. Boeing appointed Embraer's John Slattery as chief executive of the planned commercial company and named Boeing executive B. Marc Allen as its president. In May, the proposed business was given the name Boeing Brasil–Commercial. The companies said that commercial-airliner production would remain at São José dos Campos, while Embraer's executive-jet production would move to its defense-oriented facility. The venture still required competition approvals in several jurisdictions, including the European Union, the United States, China, and Brazil. The European review became a significant source of delay, and the expected closing date moved into 2020. In November 2019, the companies also announced Boeing Embraer – Defense, a proposed partnership intended to develop international markets for the C-390 Millennium. Embraer was expected to hold 51 percent of that business. Both the commercial and defense arrangements remained incomplete when the aviation market deteriorated sharply during the COVID-19 pandemic. In April 2020, Boeing terminated the agreements, asserting that Embraer had not met contractual conditions. The termination came as Boeing faced its own financial and operational pressures, including the continuing effects of the 737 MAX grounding and the collapse in global air travel. Embraer disputed Boeing's stated grounds and alleged that Boeing had used them as a pretext to escape its commitments. It indicated that it might seek compensation for damages, separation costs, and lost commercial opportunities. Analysts also debated whether U.S. labor and political considerations, including the use of pandemic-related support, influenced Boeing's decision. The commercial venture never began operations, and the defense joint venture was not completed. A separate C-390 marketing relationship reportedly survived the termination, but it did not restore the proposed joint-venture structure. In September 2024, the companies reached an arbitration settlement reported at approximately $150 million. The settlement ended the principal financial dispute without reviving the partnership.

1. 2024Arbitration settlement reported

   The companies settle their dispute over the termination through an agreement reported at approximately $150 million.

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2. 2020Boeing terminates the proposed ventures

   Boeing withdraws from both proposed joint ventures before completion, citing unmet contractual conditions and a sharply deteriorated aviation market.

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3. 2019Brazilian government approves the transaction

   Approval follows commitments related to Brazilian employment and the relocation of executive-jet manufacturing.

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4. 2019Embraer shareholders approve the joint venture

   Shareholders approve the proposed partnership, subject to remaining regulatory clearances.

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5. 2019Boeing Brasil–Commercial name announced

   The planned commercial business receives its proposed operating name, with production intended to remain in São José dos Campos.

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6. 2019Boeing Embraer – Defense announced

   The parties propose a second venture to market and develop international opportunities for the C-390 Millennium.

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7. 2018Strategic-partnership memorandum announced

   The companies propose a Boeing-controlled commercial-aircraft joint venture in which Boeing would hold 80 percent and Embraer would retain executive-jet and defense operations.

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8. 2018Proposed consideration raised to approximately $4.2 billion

   Boeing increases the proposed payment for its 80 percent interest and the companies begin exploring a separate C-390 defense partnership.

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9. 2017Boeing and Embraer explore a possible combination

   Reports emerge that Boeing is considering an acquisition or combination with Embraer, prompting Brazilian government scrutiny because of Embraer's golden-share structure and defense activities.

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The proposed venture was positioned as a combination of Embraer's sub-150-seat commercial-aircraft expertise and Boeing's worldwide commercial reach. It was intended to strengthen both companies against Airbus and to give Embraer greater access to global sales and support infrastructure while preserving the broader Brazilian aerospace group outside the commercial-aircraft venture.

• ERJ regional jetsCommercial aircraft

  The ERJ family comprised Embraer's established regional-jet aircraft and was included within the commercial-aircraft activities intended for the proposed venture. These aircraft served regional and short-haul airline networks and would have supplemented the larger E-Jet and E-Jet E2 families in the planned portfolio. The joint venture never became operational, so Boeing Brasil–Commercial did not independently produce or market the ERJ line.

• E-Jet familyCommercial aircraft

  The E-Jet family was the central commercial asset underlying the proposed partnership. Embraer's twin-engine jets occupied the regional and small narrow-body segments and had a broad international airline customer base. Boeing was expected to contribute worldwide marketing, sales, and support capabilities, while Embraer would contribute aircraft engineering, production, and program knowledge. The proposed venture ended before the E-Jet range could be incorporated into a Boeing-controlled business.

• E-Jet E2 familyCommercial aircraft

  The E-Jet E2 family was the newer generation of Embraer's commercial jets and a major strategic reason for the partnership. Embraer sought stronger global sales momentum for the program, while Boeing saw value in adding a competitive product range below its traditional narrow-body offerings. Market uncertainty and customer hesitation while awaiting the transaction contributed to concerns surrounding the program, but the proposed venture was terminated before it could take responsibility for the aircraft.

• C-390 MillenniumMilitary transport aircraft

  The C-390 Millennium was associated with a separate proposed defense partnership rather than the main commercial joint venture. Boeing and Embraer intended to cooperate on international marketing and market development, with Embraer retaining a proposed 51 percent stake. The defense venture was announced in 2019 but was not completed after Boeing ended the broader partnership arrangements in 2020.

• 2020Terminate the proposed joint venturesM&A

  The transaction faced regulatory delay and a collapse in aviation demand during the COVID-19 pandemic. Boeing said Embraer had not met conditions required under the agreement. Embraer argued that Boeing's financial and operational problems, including the consequences of the 737 MAX grounding, influenced the decision.

  What changed. Boeing terminated the commercial joint-venture agreement on April 24, 2020, ending the planned Boeing Brasil–Commercial business and the associated defense venture.

  Aftermath. The parties entered a dispute over damages and termination obligations. In 2024, they reached an arbitration settlement reported at approximately $150 million.

  Reported arbitration settlement. $150 million (September 2024)

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• 2019Create Boeing Brasil–CommercialStrategy

  The proposed business was intended to give Boeing access to Embraer's commercial-aircraft portfolio and provide Embraer with Boeing's global commercial infrastructure.

  What changed. Boeing announced the Boeing Brasil–Commercial name, planned Brazilian management and continued commercial-airliner production in São José dos Campos.

  Aftermath. The brand remained a planned identity because regulatory review and subsequent termination prevented the company from beginning operations.

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• 2019Propose Boeing Embraer – DefenseM&A

  The parties sought to expand their proposed cooperation beyond commercial aircraft by developing international sales opportunities for Embraer's C-390 Millennium.

  What changed. They announced a separate defense joint venture in which Embraer was expected to hold 51 percent.

  Aftermath. The defense venture was not completed after Boeing terminated the broader proposed partnership arrangements.

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• 2018Replace a possible acquisition with a joint-venture structureM&A

  A direct Boeing acquisition of Embraer faced resistance from the Brazilian government, which retained golden-share rights and opposed transferring control of the parent company. The companies therefore pursued a structure focused on Embraer's commercial-aircraft activities.

  What changed. Boeing and Embraer proposed a new company in which Boeing would hold 80 percent, while Embraer would retain its executive-jet and defense businesses.

  Aftermath. The structure received Brazilian government and shareholder approval but remained subject to international antitrust review and never closed.

  Proposed Boeing consideration for 80 percent interest. $3.8 billion → $4.2 billion (July to December 2018)

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• 2024Boeing and Embraer reach arbitration settlement

  The companies reached a reported collar-agreement settlement concerning Boeing's withdrawal from the transaction. The reported amount was approximately $150 million, although Boeing confirmed the agreement without publicly specifying the payment in the cited account.

  LawsuitM&AOther
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• 2020Boeing terminates the proposed joint ventures

  Boeing ended the planned commercial and defense joint ventures, citing Embraer's failure to satisfy contractual conditions amid severe aviation-market disruption.

  M&AOther
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• 2019Brazil approves the proposed partnership

  The Brazilian government approved the arrangement after receiving commitments concerning Brazilian employment and the relocation of Embraer's executive-jet production.

  RegulationM&A
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• 2019Embraer shareholders approve the partnership

  Shareholders approved the proposed commercial joint venture, allowing the companies to proceed with outstanding regulatory reviews.

  RegulationM&A
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• 2019Commercial venture receives the Boeing Brasil–Commercial name

  Boeing announced the intended name for the commercial business and confirmed plans to keep airliner production in São José dos Campos.

  Other
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• 2019Separate C-390 defense partnership announced

  Boeing and Embraer announced a proposed defense joint venture to promote the C-390 Millennium, with Embraer intended to hold a 51 percent interest.

  M&AProduct launch
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• 2018Strategic partnership memorandum announced

  The companies announced a proposed Boeing-controlled commercial-aircraft joint venture, with Embraer retaining its executive and defense businesses.

  M&A
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• 2018Brazilian court injunction challenges the partnership

  A federal judge temporarily blocked the proposed transaction after legislators argued that it could compromise Brazilian strategic and shareholder interests. An appeals court later overturned the injunction.

  LawsuitRegulationM&A
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• 2018Boeing increases proposed investment

  Boeing announced that it would pay approximately $4.2 billion for an 80 percent interest in the planned commercial joint venture.

  M&A
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• 2017Boeing and Embraer discuss a possible combination

  Reports described takeover discussions between Boeing and Embraer, prompting debate in Brazil about government approval and national control of the aerospace group.

  M&A
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1. Boeing–Embraer joint venture