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.
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.