B/E Aerospace Announces Receipt of Requisite Consents for Cash Tender Offer and Consent Solicitation for 8 1/2% Senior Notes Du
July 21 2006 - 7:20PM
Business Wire
B/E Aerospace, Inc. (the "Company") (Nasdaq:BEAV) today announced
that, in connection with its 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"), it has
received the requisite consents from holders of the Notes to amend
the indenture governing the Notes. The consent solicitation expired
at 5:00 p.m. New York City time on July 21, 2006 (the "Consent
Date"). After the expiration of the consent solicitation, the
Company and The Bank of New York Trust Company, NA, the trustee
under the indenture governing the Notes, entered into a
supplemental indenture, which would amend the indenture under which
the Notes were issued. The supplemental indenture will not become
operative unless and until the Notes that have been validly
tendered on or prior to the Consent Date are accepted for payment
and paid for by the Company. The supplemental indenture, if it
becomes operative, will amend the indenture governing the Notes to,
among other things, eliminate substantially all of the restrictive
covenants, certain events of default and other related provisions.
If the Notes are accepted for payment by the Company, the
consideration to be paid for each Note validly tendered and not
validly withdrawn on or prior to 5:00 p.m. on the Consent Date is
$1,071.41 per $1,000 principal amount of Notes, assuming a July 26,
2006 payment date, which includes a consent payment of $20 per
$1,000 principal amount of Notes. The consideration to be paid for
each Note validly tendered and not validly withdrawn after 5:00
p.m. on the Consent Date but on or prior to 5:00 p.m. New York City
time on August 7, 2006, the scheduled expiration date of the tender
offer, is $1,051.41 per $1,000 principal amount of Notes, assuming
an August 8, 2006 payment date, which will exclude any consent
payment. At 5:00 p.m. on the Consent Date, $174.94 million
aggregate principal amount of Notes had been validly tendered and
not withdrawn. 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 is being made only pursuant to the Offer to
Purchase and Consent Solicitation dated July 10, 2006 and related
materials. 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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