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B/E Aerospace (Nasdaq: BEAV) (the “Company”) today announced that, in connection with its offer to purchase for cash (the “Tender Offer”) any and all of its 8.50% Senior Notes due 2018 (the “Notes”) and related consent solicitation (the “Consent Solicitation”), it has received the requisite consents to amend the indenture governing the Notes. The terms and conditions of the Tender Offer and the Consent Solicitation, which are referred to collectively as the “Offer,” are described in an Offer to Purchase and Consent Solicitation Statement, dated July 9, 2012 (as amended, the “Statement”) and the related Consent and Letter of Transmittal, which has been sent to holders of Notes.
The Consent Solicitation expired at 5:00 p.m. New York City time on July 20, 2012 (the “Consent Expiration”). At the Consent Expiration, $527.2 million aggregate principal amount of Notes, representing 87.9% of the outstanding Notes, had been validly tendered and not withdrawn. As a result, the requisite number of consents have been received with respect to the Consent Solicitation. Accordingly, the Company and Wilmington Trust Company, the trustee (the “Trustee”) under the indenture governing the Notes, entered into a supplemental indenture (the “Supplemental Indenture”), which would amend the indenture under which the Notes were issued. The Supplemental Indenture will become operative when the Notes that have been validly tendered on or prior to the Consent Expiration are accepted for payment and paid for by the Company, which is expected to be on or about July 23, 2012. The Supplemental Indenture, when it becomes operative, will amend the indenture governing the Notes to, among other things, eliminate most of the restrictive covenants and certain events of default applicable to the Notes.
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are accepted for payment by the Company, the consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to the Consent Expiration is $1,120.45 per $1,000 principal amount of Notes, assuming a July 23, 2012 payment date, which includes a consent payment of $20 per $1,000 principal amount of Notes (the “Consent Payment”) and accrued and unpaid interest.