8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

December 14, 2010 (December 10, 2010)

Date of report (Date of earliest event reported)

Hexcel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8472	94-1109521
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(Address of Principal Executive Offices and Zip Code)

(203) 969-0666

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01Entry into a Material Definitive Agreement

On December 10, 2010, Hexcel Corporation, as borrower, and its wholly-owned French subsidiary Hexcel Holdings SASU, as co-borrower, and the lenders under the borrower’ senior secured credit facility agreed to increase the revolving loan commitment under the facility from $150 million to $285 million.  All other terms of the credit facility, including the collateral package, subsidiary guarantees and financial and other covenants, remain unchanged.

Hexcel plans to redeem $150 million of its outstanding $225 million 6.75% senior subordinated notes on February 1, 2011, using, in part, the additional $135 million capacity.

On December 13, 2010, Hexcel issued a news release announcing the planned call of the senior subordinated notes and the expansion of the revolving loan commitment under the credit facility. This news release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Section 2 — Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Reference is made to the information contained under Item 1.01 with respect to the credit agreement and related agreements.

Section 9 — Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1Press release dated December 13, 2010.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEXCEL CORPORATION
December 14, 2010
	/s/ Wayne C. Pensky
	Wayne C. Pensky
	Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release dated December 13, 2010.

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EX-99.1

Exhibit 99.1

News Release

Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666

HEXCEL ANNOUNCES PLAN TO CALL $150 MILLION OF SENIOR SUBORDINATED NOTES

STAMFORD, CT. — December 13, 2010 — Hexcel Corporation (NYSE: HXL) announced today that it plans to redeem $150 million of its $225 million 6.75% senior subordinated notes on February 1, 2011 at a call premium of 2.25%.  The senior subordinated notes are due on February 1, 2015.  The redemption will primarily be funded by an add-on to Hexcel’s senior secured credit facility that was just completed. The add-on increased the Company’s $150 million revolving loan facility to $285 million.

There are no changes to the terms and conditions of the senior secured credit facility (which includes the revolving loan and a $98 million term loan) that is due July 2015.  The interest rate for the senior secured credit facility can decrease to LIBOR + 2% depending upon the leverage ratio.  Interest rate for 2011 is not expected to exceed LIBOR + 2.25%.

The total transaction costs, including the 2.25% call premium and the costs for the add-on to the revolving loan, will be approximately $4.8 million and interest costs will decrease in the first year by more than $5 million.  As a result of the redemption, Hexcel expects to accelerate the unamortized financing costs of the senior subordinated notes being redeemed and expense the call

premium incurring a pretax charge of $4.9 million (estimated after tax of $0.03 per diluted share) in the first quarter of 2011.

Additionally, during October and November, the Company entered into interest rate swaps totaling approximately $98 million that expire by March 2014.  These interest rate swaps are designated as cash flow hedges to our term loan.  The interest rate swaps trade the LIBOR rate for a fixed rate at an average rate of 1.03%.  As a result, we expect the interest rate for the term loan in 2011 not to exceed 1.03% plus 2.25%, or 3.28%.

* * * * *

Hexcel Corporation is a leading advanced composites company.  It develops, manufactures and markets lightweight, high-performance structural materials, including carbon fibers, reinforcements for composites, prepregs, honeycomb, matrix systems, adhesives and composite structures, used in commercial aerospace, space and defense and industrial applications.

Contact Information

Michael Bacal

(203) 352-6826

michael.bacal@hexcel.com

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