- Current report filing (8-K)
September 16 2010 - 4:49PM
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):
September 13, 2010
BE
AEROSPACE, INC.
(Exact name of registrant as specified in charter)
Delaware
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0-18348
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06-1209796
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(State or other
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(Commission File Number)
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(I.R.S. Employer
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jurisdiction of incorporation)
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Identification No.)
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1400
Corporate Center Way, Wellington, Florida
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33414
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(Address of principal
executive offices)
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(Zip Code)
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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
September, 13, 2010, BE Aerospace, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC, RBS
Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo
Securities, LLC (the Underwriters), to sell $650,000,000 aggregate principal
amount of the Companys 6.875% Senior Notes due 2020 (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
September 16, 2020 with net proceeds (before expenses) to the Company of
$631,176,000. 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 second supplemental indenture dated as of
September 16, 2010 (the Second Supplemental Indenture) between the
Company and the Trustee (the Base Indenture, as supplemented by the Second
Supplemental Indenture, the Indenture). Pursuant to the Indenture, the
Company will pay interest on the Notes on April 1 and October 1 of
each year, beginning on April 1, 2011. The Notes will mature on
October 1, 2020. 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 October 1, 2015
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 October 1, 2015 at applicable
redemption prices described in the Notes. In addition, on or prior to
October 1, 2013, 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. The
Base Indenture was included as an exhibit to the Companys Current Report on Form 8-K
previously filed with the SEC on July 1, 2008 and the Second Supplemental
Indenture and the form of the Notes are included as exhibits to this Current
Report on Form 8-K. The Base
Indenture, the Second Supplemental Indenture and the form of Note are
incorporated by reference herein.
2
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
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Underwriting
Agreement dated as of September 13, 2010, among Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC, RBS Securities
Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC.
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4.1
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Second
Supplemental Indenture dated as of September 16, 2010, between BE
Aerospace, Inc. and Wilmington Trust Company, as Trustee
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4.2
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Form of
6.875% Senior Note due 2020 (incorporated by reference to Exhibit 1 to
Appendix A to Exhibit 4.1 hereof)
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5.1
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Opinion
of Shearman & Sterling LLP
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23.1
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Consent
of Shearman & Sterling LLP (Included in Exhibit 5.1)
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3
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.
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BE
AEROSPACE, INC.
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By:
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/s/
THOMAS P. MCCAFFREY
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Name:
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Thomas
P. McCaffrey
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Title:
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Senior
Vice President
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and
Chief Financial Officer
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Date: September 16,
2010
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4
EXHIBIT INDEX
Exhibit No.
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Description of Exhibits
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1.1
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Underwriting
Agreement dated as of September 13, 2010, among Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC, RBS Securities
Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC.
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4.1
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Second
Supplemental Indenture dated as of September 16, 2010, between BE
Aerospace, Inc. and Wilmington Trust Company, as Trustee
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4.2
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Form of
6.875% Senior Note due 2020 (incorporated by reference to Exhibit 1 to
Appendix A to Exhibit 4.1 hereof)
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5.1
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Opinion
of Shearman & Sterling LLP
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23.1
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Consent
of Shearman & Sterling LLP (Included in Exhibit 5.1)
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5
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