B/E AEROSPACE INC B/E Aerospace, Inc. (the “Company”) (NASDAQ:BEAV) today announced that, in connection with its cash tender offers (the “Tender Offers”) for any and all of its 6.875% Senior Notes due 2020 (the “2020 Notes”) and 5.25% Senior Notes due 2022 (the “2022 Notes” and together with the 2020 Notes, the “Notes”) and related consent solicitations (the “Consent Solicitations” and, together with the Tender Offers, the “Offers”), it has received the requisite consents for certain proposed amendments to the indentures governing the Notes (the “Indentures”). The terms and conditions of the Offers are described in the Offer to Purchase and Consent Solicitation Statement, dated November 28, 2014 (the “Statement”) and the related Consent and Letter of Transmittal, which has been sent to holders of Notes.
As of 5:00 p.m. New York City time on December 11, 2014 (the “Consent Expiration”), $526,372,000 aggregate principal amount of 2020 Notes, representing 80.98% of the outstanding 2020 Notes, and $1,269,120,000 aggregate principal amount of 2022 Notes, representing 97.62% of the outstanding 2022 Notes, had been validly tendered and not withdrawn. As a result, the requisite number of consents have been received with respect to each of the Consent Solicitations. Accordingly, on December 15, 2014, the Company and Wilmington Trust Company, the trustee (the “Trustee”) under the Indentures, entered into supplemental indentures (the “Supplemental Indentures”), which amend the Indentures to, among other things, eliminate most of the restrictive covenants and certain events of default applicable to the Notes and shorten the notice period required for an optional redemption. Today the Company accepted for purchase and purchased all Notes that had been validly tendered and not withdrawn as of the Consent Expiration.
The consideration paid for each Note validly tendered and not validly withdrawn on or prior to the Consent Expiration is $1,083.35 per $1,000 principal amount of 2020 Notes and $1,120.96 per $1,000 principal amount of 2022 Notes, which includes, for each series, a consent payment of $30 per $1,000 principal amount of Notes (the “Consent Payment”).
The Tender Offers are scheduled to expire at 11:59 p.m. New York City time on December 26, 2014 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 The consideration to be paid for each Note validly tendered and not validly withdrawn after the Consent Expiration but on or prior to the Expiration Time, is $1,053.35 per $1,000 principal amount of 2020 Notes and $1,090.96 per $1,000 principal amount of 2022 Notes, which exclude the Consent Payment. A holder’s right to validly withdraw tendered Notes expired on the Consent Expiration. In addition to the applicable consideration, holders who validly tender and do not validly withdraw their Notes will also receive accrued and unpaid interest on the Notes from the last interest payment date up to, but not including, the applicable settlement date.
In accordance with the terms of the Indentures and the Supplemental Indentures, the Company today has also given notice to the Trustee of its intention to redeem the remaining outstanding Notes following the Expiration Time at the redemption price of 100% of the aggregate principal amount of the Notes to be redeemed, plus a make-whole premium, and accrued and unpaid interest up to, but not including, the redemption date. The redemption date is expected to be December 29, 2014.
None of the Company, the Dealer Manager and Solicitation Agent, the Depositary and Information Agent or the Trustee makes any recommendation in connection with either of the Offers. Subject to applicable law, the Company may amend, extend or, terminate either Offer. Subject to applicable law, each Offer is being made separately from, and is not conditional on, the other Offer and, the Company reserves the right to terminate, withdraw, extend or amend either Offer independently from the other Offer.
For these Offers, the Company has retained J.P. Morgan Securities LLC to serve as Dealer Manager and Solicitation Agent, and Ipreo LLC to serve as the Depositary and Information Agent. Requests for the Statement and related documents may be directed to Ipreo LLC at (212) 849-3880 (banks and brokers, call collect) or at (888) 593-9546 (all others, U.S. toll free), or in writing at 65 Broadway, 16th Floor, New York, NY 10006, Attention: Aaron Dougherty. Questions regarding the Offers 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 Indentures are only being made pursuant to the terms of the Statement and the related Consent and Letter of Transmittal. The Offers are 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 Offers.
Forward-Looking Statements
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 Securities and Exchange Commission (“SEC”), which include 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 and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About B/E Aerospace, Inc.
B/E Aerospace is the world’s leading manufacturer of aircraft cabin interior products and the world’s leading provider of aerospace fasteners, consumables and logistics services. 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 systems, oxygen systems, food and beverage preparation and storage equipment, galley systems, and modular lavatory systems. The Company also provides cabin interior reconfiguration, program management and certification services. The Company provides aerospace fasteners, consumables and logistics services as well as oilfield services and associated rental equipment. B/E Aerospace sells and supports its products through its own global direct sales and product support organization.
