BE Aerospace Inc - Current report filing (8-K)
July 01 2008 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 26, 2008
BE AEROSPACE, INC.
(Exact name of registrant as specified in charter)
Delaware
|
|
0-18348
|
|
06-1209796
|
(State or other
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
jurisdiction of incorporation)
|
|
|
|
Identification No.)
|
|
|
|
|
|
1400 Corporate Center Way, Wellington,
Florida
|
|
33414
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone
number, including area code:
(561) 791-5000
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry
into a Material Definitive Agreement.
On June 26, 2008, BE Aerospace, Inc. (the Company)
entered into an underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC,
Greenwich Capital Markets, Inc., SunTrust Robinson Humphrey, Inc.,
Wells Fargo Securities, LLC and Mizuho Securities USA Inc. (the Underwriters),
to sell $600,000,000 aggregate principal amount of the Companys 8½% Senior
Notes due 2018 (the Notes) in an offering registered pursuant to the
Securities Act of 1933, as amended. The
Company completed the sale of the Notes to the Underwriters on July 1,
2008 with net proceeds (before expenses) to the Company of $586,500,000. The
Underwriting Agreement contains customary terms and conditions.
The Notes were issued pursuant to an indenture dated
as of July 1, 2008 (the Base Indenture) between the Company and
Wilmington Trust Company, as trustee (the Trustee), as supplemented by a
first supplemental indenture dated as of July 1, 2008 (the First
Supplemental Indenture) between the Company and the Trustee (the Base
Indenture, as supplemented by the First Supplemental Indenture, the
Indenture). Pursuant to the Indenture,
the Company will pay interest on the Notes on January 1 and July 1 of
each year, beginning on January 1, 2009. The Notes will mature on July 1, 2018. The
Notes are unsecured senior obligations of the Company. The Notes will rank equally with the Companys
existing and future senior indebtedness and will rank senior in right of
payment to any future indebtedness that is subordinated to the Notes. The Notes will be effectively subordinated to
all of the existing and future secured indebtedness of the Company to the
extent of the assets securing such indebtedness and the debt and other
liabilities of all of the Companys subsidiaries. The Company may redeem some
or all of the Notes at any time prior to July 1, 2013 at a price equal to
100% of the principal amount of the Notes plus accrued and unpaid interest plus
a make-whole premium. The Company may
redeem some or all of the Notes at any time on or after July 1, 2013 at
applicable redemption prices described in the Notes. In addition, on or prior to July 1,
2011, the Company may redeem up to 35% of the Notes using the proceeds of
certain equity offerings. The Notes will
not be entitled to the benefit of any sinking fund.
The Indenture contains covenants that, among other
things, will limit the ability of the Company and its restricted subsidiaries
to incur indebtedness; pay dividends or make certain distributions in respect
of the Companys capital stock or repurchase the Companys capital stock or
make certain other restricted payments or investments; sell certain assets,
including capital stock of the restricted subsidiaries; agree to restrictions
affecting the ability of restricted subsidiaries to issue dividends or make
other payments; enter into transactions with the Companys affiliates; and
merge, consolidate or sell substantially all of the Companys assets. Additionally,
upon the occurrence of a change of control (as defined in the Indenture), the
Company will be required to make an offer to purchase the Notes at a price
equal to 101% of their principal amount plus accrued and unpaid interest to the
date of repurchase. The Indenture provides for customary events of default.
The foregoing descriptions of the Underwriting
Agreement and the Indenture do not purport to be complete and are qualified in
their entirety by reference to the text of the applicable agreement, each of
which is included as an exhibit to this Current Report on Form 8-K and
incorporated by reference herein.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information under Item 1.01 is incorporated
herein by reference.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
1.1
|
|
Underwriting Agreement dated as of June 26,
2008, among BE Aerospace, Inc., J.P. Morgan Securities Inc., Credit
Suisse Securities (USA) LLC, UBS Securities LLC, Greenwich Capital
Markets, Inc., SunTrust Robinson Humphrey, Inc., Wells Fargo
Securities, LLC and Mizuho Securities USA Inc.
|
4.1
|
|
Indenture dated as of July 1, 2008, between BE
Aerospace, Inc. and Wilmington Trust Company, as Trustee
|
4.2
|
|
First Supplemental Indenture dated as of
July 1, 2008, between BE Aerospace, Inc. and Wilmington Trust
Company, as Trustee
|
4.3
|
|
Form of 8½% Senior Note due 2018 (incorporated
by reference to Exhibit 1 to Appendix A to Exhibit 4.2 hereof)
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BE AEROSPACE,
INC.
|
|
|
|
By:
|
/s/
Thomas
P.
Mc
C
affrey
|
|
|
Name:
|
Thomas P. McCaffrey
|
|
|
Title:
|
Senior Vice
President
|
|
|
|
and Chief
Financial Officer
|
|
|
|
|
Date: July 1, 2008
|
|
EXHIBIT INDEX
Exhibit No.
|
|
Description of Exhibits
|
1.1
|
|
Underwriting Agreement dated as of June 26,
2008, among BE Aerospace, Inc., J.P. Morgan Securities Inc., Credit
Suisse Securities (USA) LLC, UBS Securities LLC, Greenwich Capital
Markets, Inc., SunTrust Robinson Humphrey, Inc., Wells Fargo
Securities, LLC and Mizuho Securities USA Inc.
|
4.1
|
|
Indenture dated as of July 1, 2008, between BE
Aerospace, Inc. and Wilmington Trust Company, as Trustee
|
4.2
|
|
First Supplemental Indenture dated as of
July 1, 2008, between BE Aerospace, Inc. and Wilmington Trust
Company, as Trustee
|
4.3
|
|
Form of 8½% Senior Note due 2018 (incorporated
by reference to Exhibit 1 to Appendix A to Exhibit 4.2 hereof)
|
B/E Aerospace, Inc. (NASDAQ:BEAV)
Historical Stock Chart
From Jul 2024 to Jul 2024
B/E Aerospace, Inc. (NASDAQ:BEAV)
Historical Stock Chart
From Jul 2023 to Jul 2024