Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-169327
July 9, 2012
BE Aerospace, Inc.
Pricing Term Sheet
$800,000,000 5.250% Senior Notes due 2022
Issuer: |
|
BE Aerospace, Inc. | ||
Security Description: |
|
Senior Notes | ||
Distribution: |
|
SEC Registered | ||
Face: |
|
$800,000,000 | ||
Gross Proceeds: |
|
$816,000,000 | ||
Net Proceeds to Issuer (before expenses): |
|
$802,000,000 | ||
Coupon: |
|
5.250% | ||
Maturity: |
|
April 1, 2022 | ||
Offering Price: |
|
102.000%, plus accrued and unpaid interest from March 13, 2012. | ||
Yield to Worst: |
|
4.934% | ||
Spread to Treasury: |
|
+384 bps | ||
Benchmark: |
|
UST 3.500% due May 15, 2020 | ||
Interest Pay Dates: |
|
April 1 and October 1 | ||
Beginning: |
|
October 1, 2012 | ||
Equity Clawback: |
|
Up to 35% at 105.250% | ||
Until: |
|
April 1, 2015 | ||
Optional redemption: |
|
Make-whole call @ T+50bps prior to April 1, 2017, then: | ||
|
|
On or after: |
|
Price: |
|
|
April 1, 2017 |
|
102.625% |
|
|
April 1, 2018 |
|
101.750% |
|
|
April 1, 2019 |
|
100.875% |
|
|
April 1, 2020 and thereafter |
|
100.000% |
Change of control: |
|
Put @ 101% of principal plus accrued interest | ||
Use of proceeds: |
|
The net proceeds of the offering will be used to fund the repurchase of the issuers 2018 senior notes in its tender offer and consent solicitation, including the payment of accrued interest and any applicable consent payments, with remaining net proceeds to be used for other general corporate purposes, including potential acquisitions. | ||
Trade Date: |
|
July 9, 2012 | ||
Settlement Date: |
|
(T+3) July 12, 2012 | ||
CUSIP: |
|
055381AS6 | ||
ISIN: |
|
US055381AS68 | ||
Denominations: |
|
$2,000 x $1,000 | ||
Bookrunners: |
|
J.P. Morgan Securities LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. UBS Securities LLC | ||
Co-Managers: |
|
RBC Capital Markets, LLC Wells Fargo Securities, LLC |
The notes offered hereby will have the same CUSIP number and ISIN as $500,000,000 aggregate principal amount of 5.250% Senior Notes due 2022 issued by the Issuer on March 13, 2012 (the Existing Notes) and will be fungible with the Existing Notes for trading purposes.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC, toll-free at 1-800-245-8812, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Goldman, Sachs & Co. toll-free at 1-866-471-2526 or UBS Securities LLC toll-free at 1-877-827-6444, ext. 561 3884.
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