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.
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| 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 |
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(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.
