B/E Aerospace Announces Payment for 8 1/2% Senior Notes Due 2010 Tendered Prior to Consent Date and Its Entry into a New Senior Secured Credit Facility.WELLINGTON, Fla. -- B/E Aerospace, Inc. (the "Company") (Nasdaq:BEAV BEAV Binary Editor and Viewer ) today announced that, in connection with its cash tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for its outstanding $175.0 million aggregate principal amount of its 8 1/2% Senior Notes due 2010 (the "Notes"), it has accepted for payment and paid for $174.94 million aggregate principal amount of the Notes, which were tendered by holders on or prior to the expiration of the related consent solicitation at 5:00 p.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on July 21, 2006 (the "Consent Date"), representing 99.97% of the outstanding Notes. The tender offer is scheduled to expire at 5:00 p.m. New York City time on August 7, 2006, unless extended or earlier terminated. In connection with this tender offer and consent solicitation, the Company entered into a new senior secured credit facility, consisting of a five-year, $150 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and a six-year, $75 million term loan with J.P. Morgan Securities Inc., UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control and Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG. Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase JPMorgan Chase (NYSE: JPM TYO: 8634 ) is one of the oldest financial services firms in the world. The company, headquartered in New York City, is one of the leaders in investment banking, financial services, asset and wealth management and private equity. With assets of $1. Bank, N.A., as Administrative Agent. The new senior secured credit facility also provides for the ability of the Company to add additional term loans in the amount of up to $75.0 million upon satisfaction of certain customary conditions. The new senior secured credit facility replaces the Company's existing $50 million revolving credit facility that it had entered into in February 2004 and would have matured in 2007. Revolving credit borrowings under the new senior secured credit facility will initially bear interest at an annual rate equal to the London interbank offered rate London Interbank Offered Rate A short-term interest rate often quoted as a 1,3,6-month rate for U.S.dollars. (LIBOR LIBOR See: London Interbank Offered Rate LIBOR See London interbank offered rate (LIBOR). ) plus 175 basis points, representing an initial interest rate of 7.2% as compared to 8-1/2% under the Notes repurchased today. Term loan borrowings under the new senior secured credit facility will initially bear interest at an annual rate equal to the London interbank offered rate (LIBOR) plus 200 basis points, representing an initial interest rate of 7.4%. After entering into this new senior secured credit facility and paying for both the Notes tendered in the tender offer and after giving effect to the consummation of the Company's recently announced acquisition of Draeger Aerospace GmbH for $80 million in cash, as of June 30, 2006, the Company would have had $447 million of long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. outstanding and $80 million of cash and available borrowings under the revolving credit facility, after taking into account $6 million of outstanding letters of credit. After giving effect to the refinancing, including the purchase of the tendered Notes, and the acquisition of Draeger, as of June 30, 2006, the Company's net debt-to-capital ratio would have been 38%, as compared with the Company's June 30, 2006 actual net debt-to-capital ratio of 32%. Net debt represents total debt less cash and cash equivalents. The Company plans to raise a new term loan, the proceeds of which would be used to repay all outstanding amounts borrowed under the revolving credit facility announced today, and to negotiate a new revolving credit facility at that time. Amin J. Khoury, Chairman and Chief Executive Officer of B/E Aerospace, Inc. said, "This refinancing is another element of B/E Aerospace's ongoing commitment to lower our cost of capital and to maintain our net debt to capital ratios, while pursuing opportunities to grow our business." The Company has retained UBS Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global Bondholder Services Corporation to serve as Depositary and Information Agent. Persons with questions regarding the tender offer and consent solicitation should contact UBS Securities LLC toll free at 888-722-9555 ext. 4210 and collect at 203-719-4210, Credit Suisse Securities (USA) LLC toll free at 800-820-1653 and collect at 212-325-7596, and J.P. Morgan Securities Inc. collect at 212-270-7407, or Global Bondholder Services Corporation at 866-804-2200. Requests for documentation should be directed to Global Bondholder Services Corporation at 866-804-2200. This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation is being made only pursuant to the Offer to Purchase and Consent Solicitation dated July 10, 2006 and related materials. About B/E Aerospace, Inc. 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. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods. 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 about 60 percent of sales. B/E sells and supports its products through its own global direct sales and product support organization. For more information, visit B/E's website at http://www.beaerospace.com. |
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