B/E Aerospace, Inc. (Nasdaq:BEAV), announced today the pricing of a
public offering of $600 million aggregate principal amount of 8.5%
senior notes due 2018. The offering is being made under B/E Aerospace’s
existing shelf registration statement. The transaction is expected to
close on July 1, 2008.
On June 9, 2008, B/E Aerospace announced that it had signed a definitive
agreement with Honeywell International Inc. to acquire the assets of
Honeywell’s Consumables Solutions
distribution business (HCS). B/E Aerospace intends to use the net
proceeds (before expenses) from the offering of approximately $586.5
million, together with term loan borrowings under a new senior credit
facility and an issuance of its common stock to Honeywell, and available
cash, if necessary, to pay the purchase price for the acquisition, to
repay borrowings under its existing senior credit facility and to pay
related transaction fees and expenses.
J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and UBS
Securities LLC were joint book-running managers and Greenwich Capital
Markets, Inc., SunTrust Robinson Humphrey, Inc., Wells Fargo Securities,
LLC and Mizuho Securities USA Inc. were the co-managers for the offering.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes described herein, nor shall
there be any sale of these notes in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such
jurisdiction.
The offering is being made by means of a prospectus and the related
prospectus supplement only. Copies of the prospectus and the related
prospectus supplement can be obtained from J.P. Morgan Securities Inc.,
270 Park Avenue, New York, New York 10017, (212) 834-4533, Credit Suisse
Securities (USA) LLC, One Madison Avenue, New York, New York 10010,
(212) 325-2580 and UBS Securities LLC, Attention: High Yield Syndicate,
677 Washington Blvd., Stamford, Connecticut 06901, (203) 719-7991.
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 Aerospace’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 related to the HCS acquisition, changes
in market and industry conditions and those discussed in B/E Aerospace’s
filings with the Securities and Exchange Commission, 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 B/E Aerospace’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, we do not intend to
publicly update or revise any forward-looking statements to reflect
subsequent events or circumstances.
About B/E Aerospace, Inc.
B/E Aerospace, Inc. is the world’s leading
manufacturer of aircraft cabin interior products, and the leading
aftermarket distributor of aerospace fasteners. 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 about 60 percent of sales. B/E Aerospace sells and supports its
products through its own global direct sales and product support
organization.
B/E Aerospace, Inc., Wellington
Greg Powell, Vice President,
Investor Relations
561-791-5000 ext. 1450
