B/E Aerospace tenders, seeks consents for $600 million of 8½% notes

By Susanna Moon and Jennifer Chiou

Chicago, July 9 - B/E Aerospace said it launched a cash tender offer and consent solicitation for any and all of its $600 million of 8½% senior notes due 2018.

The company is soliciting consents to amend the notes to eliminate most of the restrictive covenants and certain default provisions. Holders who tender their notes must consent to the proposed amendments and holders may not deliver consents without tendering their notes.

Pricing for the offer will be set at 2 p.m. ET on July 20 using the 3.375% U.S. Treasury notes due June 30, 2013 plus a fixed spread of 50 basis points.

Holders who tender their notes by the consent deadline of 5 p.m. ET on July 20 will also receive a consent premium of $20.00 per $1,000 principal amount.

The offer is set to run until 11:59 p.m. on Aug. 3. Tendered notes may be withdrawn by the early tender deadline. Both the consent deadline and pricing date were modified from July 24.

Settlement for notes tendered by the early deadline is slated for July 23, moved up from July 25.

The tender offer is not conditioned on any minimum tender of notes, but is conditioned on completion of a financing and the execution of a supplemental indenture implementing the proposed amendments, according to a company press release.

J.P. Morgan Securities LLC (800 245-8812 or call collect 212 270-1200, attn: syndicate desk) is dealer manager and consent solicitation agent, and Global Bondholder Services Corp. (866 873-6300 or call collect 212 430-3774) is the depositary and information agent.

The issuer is a Wellington, Fla.-based manufacturer of aircraft cabin interior products and a distributor of aerospace fasteners and consumables.

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