B/E Aerospace Announces Agreement to Sell Senior Notes, Amends Credit Facility.Business Editors WELLINGTON, Fla.--(BUSINESS WIRE)--Oct. 3, 2003 B/E Aerospace, Inc. (Nasdaq: BEAV-News) today announced that it has entered into an agreement to sell $175 million aggregate principal amount of 8 1/2% senior notes maturing in 2010 in a previously announced private offering pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. of the Securities Act of 1933, as amended. The company plans to use a portion of the proceeds to repay the balance outstanding under its bank credit facility. The remainder of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). will be added to B/E's cash and cash equivalents, which will be used for working capital, including funding future liquidity requirements, if any, and for general corporate purposes. In connection with the offering, B/E further amended its bank credit agreement to reduce commitments under the credit facility to $50 million, subject to completion of the offering. The offering is expected to close on October 7, 2003, subject to customary closing conditions. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful. The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration under the Securities Act. The notes have been offered in the United States only to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. pursuant to Rule 144A of the Securities Act, or to certain persons in offshore transactions in reliance on Regulation S under Securities Act. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties. B/E's actual experience may differ materially from that anticipated in such statements. Factors that might cause such a differences include those discussed in B/E's filings with the Securities and Exchange Commissions, including but not limited to its most recent proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and Form 10-Q Form 10-Q See 10-Q. . For more information, see the section entitled "Forward-looking Statements" contained in B/E's Form 10-K and in other filings. B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin An aircraft cabin is the section of an aircraft in which passengers travel, often just called the cabin. At cruising altitudes, the surrounding atmosphere is too thin to breathe without an oxygen mask, so cabin pressurization adapts the cabin to atmospheric pressures. interior products, and a leading aftermarket distributor of aerospace fasteners. With a global organization selling directly to the world's airlines B/E designs, develops and manufactures a broad product line for both commercial aircraft and business jets and provides cabin interior design, reconfiguration and conversion services. Products for the existing aircraft fleet--the aftermarket--provide about 60 percent of sales. For more information, visit B/E's website at www.beaerospace.com. |
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