B/E Aerospace : Announces Tender Offers for Any and All of Its Outstanding 6.875% Senior Notes Due 2020 and 5.25% Senior Notes Due 2022 and Related Consent Solicitations

WELLINGTON, Fla., --(BUSINESS WIRE)-- November 28, 2014 - B/E Aerospace, Inc. (the "Company") today announced that it will commence 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"). In connection with the Tender Offers, the Company is soliciting consents (the "Consent Solicitations" and, together with the Tender Offers, the "Offers") from the holders of the Notes for certain proposed amendments to the indentures governing the 2020 Notes and the 2022 Notes (the "Indentures") that among other things 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 Offers. The Offers are scheduled to expire at 11:59 p.m. on December 26, 2014, unless either Offer is extended or terminated. The terms and conditions of the Offers are described in an Offer to Purchase and Consent Solicitation Statement, dated November 28, 2014 (the "Statement") and the related Consent and Letter of Transmittal, which are being sent to holders of Notes.

Holders of Notes must validly tender and not validly withdraw their Notes and provide their consents to the proposed amendments to the Indentures on or before 5:00 p.m., New York City time, on December 11, 2014, unless such time is extended by the Company in its sole discretion for either Offer (such date and time, as the same may be extended with respect to a series of Notes, the applicable "Consent Expiration") in order to be eligible to receive the applicable 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 Indentures after the applicable Consent Expiration and at or prior to the applicable Expiration Time (as defined below) will be eligible to receive only the applicable Tender Offer Consideration, which is equal to the applicable 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 either of the Tender Offers 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.

The Tender Offers contemplate an early settlement for Notes that are validly tendered and not validly withdrawn prior to the Consent Expiration and accepted for purchase, which settlement is expected to occur promptly following the Consent Expiration. The Offers will expire at 11:59 p.m., New York City time, on December 26, 2014, unless such time is extended by the Company in its sole discretion for either Offer (such date and time, as the same may be extended with respect to a series of Notes, the "Expiration Time"), with final settlement expected to occur promptly following the Expiration Time. As set forth in the Statement, validly tendered Notes may be validly withdrawn and consents may be validly revoked at any time on or before 5:00 p.m., New York City time, on December 11, 2014, unless such time is extended by the Company in its sole discretion for either Offer.

Any extension, termination or amendment of the Offers will be followed as promptly as practicable by a public announcement thereof. The Tender Offers are conditioned on the satisfaction or waiver of the conditions set forth in the Statement, which include: (i) the receipt by the Company of sufficient net cash proceeds from the consummation of a term loan facility, the availability and terms of which will be determined by market conditions and other factors at the time any such transaction is completed, approximately $750.00 million as a distribution from the Company's wholly-owned subsidiary KLX Inc. ("KLX") in connection with the separation of KLX from the Company in a previously announced spin-off transaction or any other financing source on terms satisfactory to the Company in its sole discretion, to finance the purchase of all the outstanding Notes of both series in full pursuant to the Offers, and pay related fees and expenses, (ii) with respect to each Offer, execution of a supplemental indenture implementing the applicable proposed amendments to the applicable Indenture upon receipt of consents thereto from holders of a majority in aggregate principal amount of the outstanding Notes of the applicable series, and (iii) certain other customary conditions, in each case, as more fully described in the Statement.

The Company's obligation to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Statement and the related Consent and Letter of Transmittal.

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. In addition, this news release does not constitute a notice of redemption of the Notes under the optional redemption provisions of the Indentures.

For these Offers, the Company has retained J.P. Morgan Securities LLC to serve as dealer manager and consent 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, 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.

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