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aggregate principal amount of Notes, representing 87.9% of the outstanding Notes, had been validly tendered and not withdrawn.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are accepted for payment by the Company, the consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to the Consent Expiration is $1,120.45 per $1,000 principal amount of Notes, assuming a July 23, 2012 payment date, which includes a consent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.
The Tender Offer is scheduled to expire at 11:59 p.m. New York City time on August 3, 2012 unless extended or earlier terminated by the Company in its sole discretion (the “Expiration Time”). The consideration to be paid for each Note validly tendered and not validly withdrawn after the Consent Expiration but on or prior to the Expiration Time, is $1,103.52 per $1,000 principal amount of Notes, assuming an August 6, 2012 payment date, which will include accrued and unpaid interest but exclude the Consent Payment.The Company has retained J.P. Morgan Securities LLC to serve as Dealer Manager and 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) 973-2200 (U.S. toll free) or at (212) 430-3774 (collect), or in writing at 65 Broadway - Suite 404, New York, New York 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.