B/E Aerospace gets needed consents for 5¼%, 6 7/8% notes; remainder to be redeemed after offer

By Jennifer Chiou

New York, Dec. 16 – B/E Aerospace, Inc. announced the receipt of the required consents in the consent solicitation and cash tender offer for its $1.3 billion of 5¼% senior notes due 2022 and its $650 million of 6 7/8% senior notes due 2020.

As reported, the company is soliciting consents to amend the note indentures in order to eliminate most of the restrictive covenants and certain default provisions.

According to a news release, as of the consent deadline of 5 p.m. ET on Dec. 11, holders had tendered $526,372,000, or 80.98%, of the 6 7/8% notes and $1,269,120,000, or 97.62%, of the 5¼% notes.

B/E Aerospace said it has entered into supplemental indentures.

For the 5¼% notes, B/E is offering $1,120.96 per $1,000 principal amount. For the 6 7/8% notes, the price is $1,083.35 per $1,000 principal amount.

Both figures include a $30.00 per $1,000 consent payment for notes tender by the consent deadline. Those who tender after the consent deadline will not receive the consent payment.

B/E will also pay accrued interest up to but excluding the settlement date.

The tender ends on Dec. 26 at 11:59 p.m. ET.

The company also announced that it intends to redeem any remaining notes following the tender expiration. It will offer a redemption price of par plus a make-whole premium and accrued interest to the Dec. 29 redemption date.

Holders who tender will be deemed to have delivered consents and consents may not be delivered without tendering.

As noted, the offer is subject to conditions including the receipt of sufficient proceeds from a new term loan and a $750 million cash distribution from KLX Inc. as part of the spin off of KLX.

B/E needed consents from holders of a majority of each series of the notes in order to amend the indenture for that issue of notes.

J.P. Morgan Securities LLC is the dealer manager (800 245-8812 or 212 270-1200). Ipreo is the information agent (212 849-3880 or 888 593-9546).

B/E Aerospace is a Wellington, Fla., manufacturer of aircraft cabin interior products and provider of aerospace fasteners, consumables and logistics services. It launched the offer on Nov. 28.

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