B/E Aerospace Announces Tender Offer for Any and All of Its Outstanding 8.50% Senior Notes Due 2018 and Consent Solicitation

WELLINGTON, Fla.--()--B/E Aerospace (Nasdaq: BEAV) (the “Company”) today announced that it will commence a cash tender offer (the “Tender Offer”) for any and all of its 8.50% Senior Notes due 2018 (the “Notes”). In connection with the Tender Offer, the Company is soliciting consents (the “Consent Solicitation” and, together with the Tender Offer, the “Offer”) from the holders of the Notes for certain proposed amendments to the indenture governing the Notes (the “Indenture”) that would eliminate most of the restrictive covenants and certain default provisions applicable to the Notes. Holders who tender their Notes will automatically be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Offer is scheduled to expire at 11:59 p.m. on August 3, 2012, unless the offer is extended or terminated. The terms and conditions of the Offer are described in an Offer to Purchase and Consent Solicitation Statement, dated July 9, 2012 (the “Statement”) and the related Consent and Letter of Transmittal, which are being sent to holders of Notes.

                       

Outstanding

Principal

Amount

Title of

Security

Consent

Expiration

Consent

Payment(1)

Reference

Security

Bloomberg

Reference

Page

Fixed Spread
$600,000,000

8.50% Senior

Notes due

2018

5:00 p.m.,

New York

City time, on

July 24, 2012

$20

3.375% U.S.

Treasury Note

due June 30,

2013

PX3 50 basis points
 

(1) Per $1,000 principal amount of Notes validly tendered.

Holders of Notes must validly tender and not validly withdraw their Notes and provide their consents to the proposed amendments to the Indenture on or before 5:00 p.m., New York City time, on July 24, 2012, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the “Consent Expiration”) in order to be eligible to receive the Total Consideration (as defined in the Statement), which includes the “Consent Payment” shown in the table above. Holders of Notes who validly tender and do not validly withdraw their Notes and provide their consents to the proposed amendments to the Indenture after the Consent Expiration and at or prior to the Expiration Time (as defined below) will be eligible to receive only the Tender Offer Consideration, which is equal to the Total Consideration minus the Consent Payment. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders whose Notes are accepted for purchase in the Tender Offer will receive any accrued and unpaid interest from the last interest payment date on the Notes up to, but not including, the applicable settlement date.

The Tender Offer contemplates an early settlement for Notes that are validly tendered and not validly withdrawn prior to the Consent Expiration and accepted for purchase, which acceptance and settlement is expected to be on or about July 25, 2012. The Offer will expire at 11:59 p.m., New York City time, on August 3, 2012, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the “Expiration Time”), with final settlement expected to occur on the following business day after the Expiration Time. As set forth in the Statement, validly tendered Notes may be validly withdrawn and consents may be validly revoked at any time on or before 5:00 p.m., New York City time, on July 24, 2012, unless extended by the Company in its sole discretion.

Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. The Tender Offer is not conditioned on any minimum tender of Notes, but the Tender Offer and Consent Solicitation are conditioned on the satisfaction or waiver of the conditions set forth in the Statement, which include: (i) the consummation of a financing transaction, the availability and terms of which will be determined by market conditions and other factors at the time any such transaction is completed, (ii) execution of a supplemental indenture implementing the proposed amendments to the Indenture upon receipt of consents thereto from holders of a majority in aggregate principal amount of the outstanding Notes, excluding any Notes held by the Company and its affiliates, and (iii) certain other customary conditions, in each case as more fully described in the Statement.

The Company’s obligation to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Statement and the related Consent and Letter of Transmittal.

None of the Company, the Dealer Manager and Solicitation Agent, the Depositary and Information Agent or the Trustee makes any recommendation in connection with the Offer. Subject to applicable law, the Company may amend, extend or, terminate the Offer. In addition, this news release does not constitute a notice of redemption of the Notes under the optional redemption provisions of the Indenture.

For this Offer, the Company has retained J.P. Morgan Securities LLC to serve as dealer manager and consent solicitation agent, and Global Bondholder Services Corporation to serve as the depositary and information agent.

Requests for the Statement and related documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (U.S. toll free) or at (212) 430-3774 (collect), or in writing at 65 Broadway - Suite 404, New York, NY 10006, Attention: Corporate Actions. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at 383 Madison Avenue, 3rd Floor, New York, New York 10179, U.S. Toll Free: (800) 245-8812, Call Collect: (212) 270-1200, Attention: Syndicate Desk.

This news release is for informational purposes only and is not an offer to buy, the solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The solicitation of offers to buy the Notes and consents with respect to the Supplemental Indenture is only being made pursuant to the terms of the Statement and the related Consent and Letter of Transmittal. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, the Dealer Manager and Solicitation Agent, the Depositary and Information Agent or the Trustee is making any recommendation as to whether or not holders should tender their Notes in connection with the Offer.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties. The Company’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 discussed in the Company’s filings with the SEC, including 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 the Company’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, the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About B/E Aerospace

B/E Aerospace is the world’s leading manufacturer of aircraft cabin interior products and the world’s leading distributor of aerospace fasteners and consumables. 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 approximately 50 percent of sales. B/E Aerospace sells and supports its products through its own global direct sales and product support organization.

Contacts

B/E Aerospace
Greg Powell, 561-791-5000 ext. 1450
Vice President, Investor Relations

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Contacts

B/E Aerospace
Greg Powell, 561-791-5000 ext. 1450
Vice President, Investor Relations