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 10, 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 8.01. OTHER EVENTS.
On July 10, 2006, BE Aerospace, Inc. (the "Company") issued a press
release announcing that it commenced a tender offer (the "Tender Offer") for
cash for all of its $175.0 million aggregate principal amount of 8 1/2% Senior
Notes due 2010 (the "Notes") and is soliciting consents to certain proposed
amendments to eliminate substantially all of the restrictive covenants and
certain events of default in the indenture governing the Notes (the "Consent
Solicitation"). The source of funds to complete the Tender Offer and Consent
Solicitation are expected to be provided from available cash and from borrowings
under a new revolving credit facility that the Company expects to enter into. A
copy of the press release announcing the launch of the Tender Offer and Consent
Solicitation is attached hereto as Exhibit 99.1.
In connection with the Tender Offer and Consent Solicitation, the
Company expects to enter into a new senior credit facility (the "New Senior
Credit Facility") pursuant to a commitment letter, dated July 10, 2006 (the
"Commitment"), that the Company entered into with UBS Securities LLC, UBS Loan
Finance LLC, Credit Suisse, Cayman Islands Branch, Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. Pursuant to
the Commitment, the New Senior Credit Facility is expected to provide a $150.0
million senior secured revolving credit facility (the "Revolving Credit
Facility"). The Company expects to use available cash and borrowings under this
Revolving Credit Facility to purchase the Notes in the Tender Offer and Consent
Solicitation and pay related fees and expenses. The Company expects to enter
into the New Senior Credit Facility on the date it first purchases Notes in the
Tender Offer and Consent Solicitation (the "Initial Settlement Date"). Following
the Initial Settlement Date, borrowings under the Revolving Credit Facility are
expected to be available for working capital and general corporate purposes
(including, in certain circumstances, acquisitions). In addition, pursuant to
the Commitment, the New Senior Credit Facility will also provide for a $75.0
million, delayed draw, senior secured term loan (the "Term Loan"). The
Commitment provides that the Term Loan will be available to be drawn by the
Company from the period beginning after the Initial Settlement Date to on or
prior to September 29, 2006. The borrowings under the term loan are expected to
be available for working capital and general corporate purposes (including, in
certain circumstances, acquisitions).
The New Senior Credit Facility is expected to contain certain customary
negative covenants, representations and warranties, affirmative covenants and
events of default. In addition, the Commitment provides that the New Senior
Credit Facility will require the Company to comply with a minimum interest
coverage ratio test and a maximum leverage ratio test.
The Company intends to terminate its existing $50.0 million revolving
credit facility with JPMorgan Chase Bank, N.A., which was scheduled to expire in
February 2007, at the time it enters into the New Senior Credit Facility. The
Commitment requires that the Company enter into the New Senior Credit Facility
no later than August 31, 2006.
The final terms of the New Senior Credit Facility have not been agreed
upon by the Company or the financial institutions named above. Therefore, the
actual terms of the New Senior Credit Facility may differ from the terms set
forth above and any such differences may be material.
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 12, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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99.1 Press release, dated July 10, 2006, issued by BE Aerospace,
Inc. announcing a cash tender offer and consent solicitation
for its senior notes due 2010.