B/E Aerospace Announces Pricing of Senior Notes Offering
June 26 2008 - 4:56PM
Business Wire
B/E Aerospace, Inc. (Nasdaq:BEAV), announced today the pricing of a
public offering of $600 million aggregate principal amount of 8.5%
senior notes due 2018. The offering is being made under B/E
Aerospace�s existing shelf registration statement. The transaction
is expected to close on July 1, 2008. On June 9, 2008, B/E
Aerospace announced that it had signed a definitive agreement with
Honeywell International Inc. to acquire the assets of Honeywell�s
Consumables Solutions distribution business (HCS). B/E Aerospace
intends to use the net proceeds (before expenses) from the offering
of approximately $586.5 million, together with term loan borrowings
under a new senior credit facility and an issuance of its common
stock to Honeywell, and available cash, if necessary, to pay the
purchase price for the acquisition, to repay borrowings under its
existing senior credit facility and to pay related transaction fees
and expenses. J.P. Morgan Securities Inc., Credit Suisse Securities
(USA) LLC and UBS Securities LLC were joint book-running managers
and Greenwich Capital Markets, Inc., SunTrust Robinson Humphrey,
Inc., Wells Fargo Securities, LLC and Mizuho Securities USA Inc.
were the co-managers for the offering. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
the notes described herein, nor shall there be any sale of these
notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities law of any such jurisdiction.
The offering is being made by means of a prospectus and the related
prospectus supplement only. Copies of the prospectus and the
related prospectus supplement can be obtained from J.P. Morgan
Securities Inc., 270 Park Avenue, New York, New York 10017, (212)
834-4533, Credit Suisse Securities (USA) LLC, One Madison Avenue,
New York, New York 10010, (212) 325-2580 and UBS Securities LLC,
Attention: High Yield Syndicate, 677 Washington Blvd., Stamford,
Connecticut 06901, (203) 719-7991. This news release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements involve risks and
uncertainties. B/E Aerospace�s actual experience and results may
differ materially from the experience and results anticipated in
such statements. Factors that might cause such a difference include
those related to the HCS acquisition, changes in market and
industry conditions and those discussed in B/E Aerospace�s filings
with the Securities and Exchange Commission, which include its
Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. For more information,
see the section entitled �Forward-Looking Statements� contained in
B/E Aerospace�s Annual Report on Form 10-K and in other filings.
The forward-looking statements included in this news release are
made only as of the date of this news release and, except as
required by federal securities laws, we do not intend to publicly
update or revise any forward-looking statements to reflect
subsequent events or circumstances. About B/E Aerospace, Inc. B/E
Aerospace, Inc. is the world�s leading manufacturer of aircraft
cabin interior products, and the leading aftermarket distributor of
aerospace fasteners. B/E Aerospace designs, develops and
manufactures a broad range of products for both commercial aircraft
and business jets. B/E Aerospace 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 Aerospace
sells and supports its products through its own global direct sales
and product support organization.
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