B/E Aerospace Announces Cash Tender Offer and Consent Solicitation for Senior Notes Due 2010
July 10 2006 - 4:39PM
Business Wire
B/E Aerospace, Inc. (the "Company") (Nasdaq:BEAV) today announced
that it has commenced a cash tender offer and consent solicitation
for its outstanding $175.0 million aggregate principal amount of
its 8 1/2% Senior Notes due 2010 (the "Notes"). The source of funds
to complete this tender offer and consent solicitation will be
provided from cash on hand and from borrowings under a new
revolving credit facility that the Company expects to enter into.
The tender offer is scheduled to expire at 5:00 p.m. New York City
time on August 7, 2006 (the "Expiration Date"), unless extended or
earlier terminated. The consent solicitation is scheduled to expire
at 5:00 p.m. New York City time on July 21, 2006 (the "Consent
Date"), unless extended. The tender offer is being made upon the
terms, and subject to the conditions, set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated July 10,
2006 (the "Offer to Purchase"), and related Consent and Letter of
Transmittal, which more fully set forth the terms of the tender
offer and consent solicitation. Holders may withdraw their tenders
prior to 5:00 p.m. New York City time on July 21, 2006 (the
"Withdrawal Date"), but not thereafter, except as may be required
by law or as may be permitted upon an extension of the Withdrawal
Date under the Offer to Purchase. The consideration per $1,000
principal amount of Notes validly tendered and not withdrawn prior
to the Consent Date will, as described in the Offer to Purchase, be
based on the present value, on any Settlement Date, of $1,042.50
(the amount payable on October 1, 2007, which is the date that the
Notes may first be redeemed by the Company pursuant to the terms of
the indenture governing the Notes), and the present value of
interest that would be payable on, or accrue from, the last
interest payment date until October 1, 2007, in each case,
determined based on a fixed spread of 50 basis points over the
yield at 2:00 p.m. New York City time on July 21, 2006, unless
extended (the "Price Determination Date"), of the 4.00% U.S.
Treasury Note due September 30, 2007 minus accrued and unpaid
interest from the last interest payment date to the Settlement
Date. The purchase price for the Notes will be announced by news
release on the next business day following the Price Determination
Date. In addition, the Company will pay investors that validly
tender their Notes accrued and unpaid interest from the last
interest payment date up to, but not including, the applicable
Settlement Date. In connection with the tender offer, the Company
is soliciting consents to certain proposed amendments to eliminate
substantially all of the restrictive covenants and certain events
of default in the indenture governing the Notes. Holders tendering
Notes will be required to consent to the proposed amendments to the
indenture. Adoption of the proposed amendments requires the consent
of at least a majority of the outstanding aggregate principal
amount of the Notes. The Company is offering to make a consent
payment of $20.00 per $1,000 principal amount of Notes to holders
who validly tender their Notes and deliver their consents on or
prior to the Consent Date. The Settlement Date will be the "Early
Settlement Date" or the "Final Settlement Date." The Early
Settlement Date is expected to follow promptly the Consent Date and
the Final Settlement Date is expected to follow promptly the
Expiration Date. The consummation of the tender offer and consent
solicitation is subject to the conditions set forth in the Offer to
Purchase, including the receipt of consents of holders of the Notes
representing a majority of the outstanding aggregate principal
amount of the Notes, the execution of a supplemental indenture
amending the indenture governing the Notes, the Company obtaining
the financing necessary to fund the tender offer and consent
solicitation and other customary conditions. In connection with the
tender offer and consent solicitation, the Company expects to
establish a $150.0 million revolving credit facility. The Company
expects to use cash on hand and borrowings under this revolving
credit facility to purchase Notes in the tender offer. The Company
has retained UBS Securities LLC, Credit Suisse Securities (USA) LLC
and J.P. Morgan Securities Inc. to serve as Dealer Managers, and
Global Bondholder Services Corporation to serve as Depositary and
Information Agent. Persons with questions regarding the tender
offer and consent solicitation should contact UBS Securities LLC
toll free at (888) 722-9555 ext. 4210 and collect at (203)
719-4210, Credit Suisse Securities (USA) LLC toll free at (800)
820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities
Inc. collect at (212) 270-7407, or Global Bondholder Services
Corporation at (866) 804-2200. Requests for documentation should be
directed to Global Bondholder Services Corporation at (866)
804-2200. This announcement is for information purposes only and
constitutes neither an offer to purchase nor a solicitation of an
offer to sell the Notes. The tender offer and consent solicitation
will be made only pursuant to the Offer to Purchase and related
materials, which will be delivered to all holders of the Notes.
About B/E Aerospace, Inc. B/E Aerospace, Inc. is the world's
leading manufacturer of aircraft cabin interior products, and a
leading aftermarket distributor of aerospace fasteners. B/E
designs, develops and manufactures a broad range of products for
both commercial aircraft and business jets. B/E manufactured
products include aircraft cabin seating, lighting, oxygen, and food
and beverage preparation and storage equipment. The company also
provides cabin interior design, reconfiguration and
passenger-to-freighter conversion services. Products for the
existing aircraft fleet - the aftermarket - generate about 60
percent of sales. B/E sells and supports its products through its
own global direct sales and product support organization. For more
information, visit B/E's website at http://www.beaerospace.com.
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