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Published on 8/3/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Esterline buys back 7¾% notes tendered so far, gets needed consents

By Angela McDaniels

Tacoma, Wash., Aug. 3 - Esterline Corp. had received tenders and consents for $157,606,000 principal amount, or 90%, of its $175 million of 7¾% senior subordinated notes due 2013 as of 5 p.m. ET on July 30, according to a company news release.

July 30 was the consent date in a tender offer that began July 19. All notes tendered through that time were purchased on Aug. 2 under the company's early settlement option. The company used the proceeds from a private placement of $250 million 7% senior notes due 2020 to fund the purchase.

The consents received are enough to amend the indenture governing the notes to eliminate substantially all of the restrictive covenants and some events of default.

Holders received $1,015.42 per $1,000 principal amount of notes tendered by 5 p.m. ET on July 30. This includes a consent payment of $15.00.

Holders who tender after the consent date but prior to the expiration time of 8 a.m. ET on Aug. 16 will receive $1,000.42 per $1,000 principal amount of notes.

The company is also paying accrued interest up to but excluding the applicable settlement date.

The conditions to the tender offer - the consummation of the note offering and the receipt of consents from holders of at least a majority of the notes - have been met.

The joint dealer managers and solicitation agents for the tender offer are Bank of America Merrill Lynch (888 292-0070 or 980 388-9217) and Wells Fargo Securities (866 309-6316 or 704 715-8341). The information agent is Mackenzie Partners (800 322-2885 or 212 929-5500).

Bellevue, Wash.-based Esterline supplies products to the aerospace and defense industry in three areas: avionics and controls, sensors and systems, and advanced materials.


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