-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H35ZvJPpgtE19N5B5qh/0hFK5FAdrvowtfGzG28eqTHAr3tmSXwr+PacFKtHsZ3d 9i6Hgvqon10hoAbRGe326Q== 0000947871-06-001262.txt : 20060727 0000947871-06-001262.hdr.sgml : 20060727 20060727061137 ACCESSION NUMBER: 0000947871-06-001262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060726 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 06982838 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 8-K 1 f8k_072506-2.txt CURRENT REPORT 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 Date of Report (Date of earliest event reported): July 26, 2006 BE AEROSPACE, INC. (Exact name of registrant as specified in charter) DELAWARE 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 1400 Corporate Center Way, Wellington, Florida 33414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exhibit Index Appears on page 4 ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ------------------------------------------ On July 21, 2006, in connection with BE Aerospace, Inc.'s (the "Company") cash tender offer and consent solicitation (the "Tender Offer") for any and all of its outstanding $175.0 million aggregate principal amount of 8 1/2% Senior Notes due 2010 (the "Notes"), the Company and The Bank of New York Trust Company, N.A., as trustee, entered into a supplemental indenture dated as of July 21, 2006 (the "Supplemental Indenture"). The Supplemental Indenture amends and supplements the Indenture, dated as of October 7, 2003, between the Company and The Bank of New York Trust Company, N.A., as trustee (as amended and supplemented, the "Indenture"), pursuant to which the Notes were issued. The Supplemental Indenture became operative on July 26, 2006 upon the acceptance and payment by the Company of all Notes tendered in the Tender Offer prior to 5:00 p.m. on July 21, 2006. The amendments contained in the Supplemental Indenture eliminate substantially all of the restrictive covenants, certain of the events of default and other related provisions contained in the Indenture. A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein. ITEM 8.01. OTHER EVENTS. ------------ On July 26, 2006, the Company issued a press release announcing that, in connection with its cash tender offer and consent solicitation for any and all of the outstanding Notes, the Company has accepted for payment and paid for $174.94 million aggregate principal amount of the Notes and has entered into a new senior secured credit facility. A copy of the press release is attached hereto as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BE AEROSPACE, INC. By /s/ Thomas P. McCaffrey -------------------------------------------------- Name: Thomas P. McCaffrey Title: Senior Vice President of Administration and Chief Financial Officer Date: July 26, 2006 EXHIBIT INDEX Exhibit No. Description of Exhibits - --------------- ---------------------------- 4.1 First Supplemental Indenture, dated as of July 21, 2006, between BE Aerospace, Inc. and The Bank of New York Trust Company, N.A., as trustee, relating to the Company's 8 1/2% Senior Notes 99.1 Press release, dated July 26, 2006, issued by BE Aerospace, Inc. announcing its payment for 8 1/2% Senior Notes due 2010 tendered prior to consent date and its entry into a new senior secured credit facility EX-4.1 2 ex4-1.txt FIRST SUPPLEMENTAL INDENTURE EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of July 21, 2006 between BE Aerospace, Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, NA, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H : ------------------- WHEREAS, the Company and the Trustee heretofore executed and delivered an Indenture, dated as of October 7, 2003 (the "Indenture"), providing for the issuance of the 8 1/2% Senior Notes due 2010 (the "Securities") (capitalized terms used herein but not otherwise defined have the meanings ascribed thereto in the Indenture); WHEREAS, in accordance with Section 902 of the Indenture, the Trustee and the Company, together with the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities as of the date hereof, may add or amend certain terms and covenants in the Indenture as described below; WHEREAS, the Company is undertaking to execute and deliver this First Supplemental Indenture to amend certain terms and covenants in the Indenture (the "Proposed Amendments") in connection with its offer to purchase the Securities pursuant to the Offer to Purchase and Consent Solicitation Statement and accompanying Consent and Letter of Transmittal of the Company, dated as of July 10, 2006, and any amendments, modifications or supplements thereto (the "Offer and Consent Solicitation"); WHEREAS, the Company has obtained the written consent to the Proposed Amendments to the Indenture from the Holders of at least a majority in principal amount of the Outstanding Securities in order to effect the Proposed Amendments; WHEREAS, this First Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company. NOW, THEREFORE, in consideration for the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE I Amendments Section 1.1. Amendments to the Indenture. The Indenture is hereby amended as follows: (i) Sections 803, 1006, 1007, 1008, 1009, 1010, 1011, 1013, 1014, 1015, 1016, 1017, 1018, 1020, 1021 and 1023 are hereby amended by deleting 1 all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety; (ii) Clause (2) of Section 801 is hereby amended by deleting all of such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby; (iii) Section 501 is hereby amended by deleting clauses (3), (5), (6) and (7) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to "Significant Subsidiary" set forth in each of clauses (8) and (9) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby; (iv) The introductory clause of Section 1105 is hereby amended by deleting the phrase "not less than 30 nor more than 60 days" and replacing it with the phrase "not less than three (3) nor more than 60 days". All references to Section 1105 in the Indenture shall mean Section 1105 as amended hereby; and (v) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this First Supplemental Indenture are deleted in their entirety hereby. ARTICLE II Miscellaneous Section 2.1. Effectiveness. This First Supplemental Indenture shall become effective on and as of the date the counterparts hereto shall have been executed and delivered by each of the parties hereto. This First Supplemental Indenture will become operative upon the earlier to occur of (x) the date on which the tendered Securities are accepted for payment and are paid for by the Company in accordance with the terms of the Offer and Consent Solicitation and (y) the date on which the Company delivers a written, irrevocable notice to Global Bondholder Services Corporation, as Depositary, that all conditions of the Offer and Consent Solicitation have been waived or satisfied and it shall not amend, extend or terminate the Offer and Consent Solicitation and shall consummate the Offer and Consent Solicitation on the expiration date, or 5:00 p.m., New York City time, on August 7, 2006, unless extended or earlier terminated by the Company, in which case this First Supplemental Indenture will become operative as of the date hereof. Section 2.2. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. Section 2.3. Indenture and Supplemental Indenture Construed Together. This First Supplemental Indenture is an indenture supplemental to and in implementation of the 2 Indenture, and the Indenture and this First Supplemental Indenture shall henceforth be read and construed together. Section 2.4. Confirmation and Preservation of Indenture. The Indenture as supplemented by this First Supplemental Indenture is in all respects confirmed and preserved. Section 2.5. Conflict with the Trust Indenture Act. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA to be a part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be. Section 2.6. Severability. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.7. Benefits of Supplemental Indenture. Nothing in this First Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Securities. Section 2.8. Successors. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. Section 2.9. Certain Duties and Responsibilities of the Trustee. In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.10. Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Section 2.11. Multiple Originals. The parties may sign any number of copies of this First Supplemental Indenture, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 2.12. Headings. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 3 Section 2.13. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company. 4 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above. BE AEROSPACE, INC. By: /s/ Thomas P. McCaffrey ------------------------------------- Name: Thomas P. McCaffrey Title: Senior Vice President of Administration and Chief Financial Officer THE BANK OF NEW YORK TRUST COMPANY, NA, as Trustee By: /s/ Geraldine Creswell ------------------------------------- Name: Geraldine Creswell Title: Assistant Treasurer 5 EX-99.1 3 ex99-1_072506.txt PRESS RELEASE EXHIBIT 99.1 [GRAPHIC OMITTED] #06-19 News Release CONTACT: Doug Dean Director, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 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, FL, July 26, 2006 - B/E Aerospace, Inc. (the "Company") (Nasdaq: BEAV) today announced that, in connection with its cash tender offer and consent solicitation 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 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 facility and a six-year, $75 million term loan with J.P. Morgan Securities Inc., UBS Securities LLC and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase 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 (LIBOR) plus 175 basis points, 2 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 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 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 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 3 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 www.beaerospace.com. -----END PRIVACY-ENHANCED MESSAGE-----