B/E Aerospace Announces Amendments To Tender Offer For Any And All Of Its Outstanding 8.50% Senior Notes Due 2018 And Consent Solicitation

B/E Aerospace (Nasdaq: BEAV) (the “Company”) today announced that it is amending the terms of its cash tender offer (the “Tender Offer”) for any and all of its 8.50% Senior Notes due 2018 (the “Notes”) and solicitation of consents (together with the Tender Offer, the “Offer”) from the holders of the Notes for certain proposed amendments to the indenture governing the Notes that would eliminate most of the restrictive covenants and certain default provisions applicable to the Notes made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated July 9, 2012 (the “Statement”) and the related Consent and Letter of Transmittal.

The amendments:
  • Revise the “ Price Determination Date” applicable to the Offer previously scheduled for 2:00 p.m., New York City time, on July 24, 2012 to 2:00 p.m., New York City time, on July 20, 2012, unless extended by the Company;
  • Revise the “ Withdrawal Time” applicable to the Offer previously scheduled for 5:00 p.m., New York City time, on July 24, 2012, to 5:00 p.m., New York City time, on July 20, 2012, unless extended or earlier terminated by the Company in its sole discretion, and except in certain limited circumstances where additional withdrawal rights are required by law;
  • Revise the “ Consent Expiration” applicable to the Offer previously scheduled for 5:00 p.m., New York City time, on July 24, 2012 to 5:00 p.m., New York City time, on July 20, 2012, unless extended or earlier terminated by the Company in its sole discretion; and
  • Revise the expectation that the “ Initial Acceptance Date” applicable to the Offer previously scheduled for July 25, 2012, will be July 23, 2012.

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.

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