EXHIBIT 99.1
[GRAPHIC OMITTED]
#06-19
News Release
CONTACT:
Doug Dean
Director, Investor Relations
B/E Aerospace, Inc.
(561) 791-5000 ext. 1450
B/E AEROSPACE ANNOUNCES PAYMENT FOR 8 1/2% SENIOR NOTES DUE 2010 TENDERED
PRIOR TO CONSENT DATE AND ITS ENTRY INTO A NEW SENIOR SECURED CREDIT
FACILITY
WELLINGTON, FL, July 26, 2006 - B/E Aerospace, Inc. (the "Company")
(Nasdaq: BEAV) today announced that, in connection with its cash tender offer
and consent solicitation for its outstanding $175.0 million aggregate principal
amount of its 8 1/2% Senior Notes due 2010 (the "Notes"), it has accepted for
payment and paid for $174.94 million aggregate principal amount of the Notes,
which were tendered by holders on or prior to the expiration of the related
consent solicitation at 5:00 p.m. New York City time on July 21, 2006 (the
"Consent Date"), representing 99.97% of the outstanding Notes.
The tender offer is scheduled to expire at 5:00 p.m. New York City time on
August 7, 2006, unless extended or earlier terminated.
In connection with this tender offer and consent solicitation, the Company
entered into a new senior secured credit facility, consisting of a five-year,
$150 million revolving credit facility and a six-year, $75 million term loan
with J.P. Morgan Securities Inc., UBS Securities LLC and Credit Suisse
Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and
JPMorgan Chase Bank, N.A., as Administrative Agent. The new senior secured
credit facility also provides for the ability of the Company to add additional
term loans in the amount of up to $75.0 million upon satisfaction of certain
customary conditions. The new senior secured credit facility replaces the
Company's existing $50 million revolving credit facility that it had entered
into in February 2004 and would have matured in 2007.
Revolving credit borrowings under the new senior secured credit facility
will initially bear interest at an annual rate equal to the London interbank
offered rate (LIBOR) plus 175 basis points,
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representing an initial interest rate of 7.2% as compared to 8-1/2% under the
Notes repurchased today. Term loan borrowings under the new senior secured
credit facility will initially bear interest at an annual rate equal to the
London interbank offered rate (LIBOR) plus 200 basis points, representing an
initial interest rate of 7.4%.
After entering into this new senior secured credit facility and paying for
both the Notes tendered in the tender offer and after giving effect to the
consummation of the Company's recently announced acquisition of Draeger
Aerospace GmbH for $80 million in cash, as of June 30, 2006, the Company would
have had $447 million of long-term debt outstanding and $80 million of cash and
available borrowings under the revolving credit facility, after taking into
account $6 million of outstanding letters of credit. After giving effect to the
refinancing, including the purchase of the tendered Notes, and the acquisition
of Draeger, as of June 30, 2006, the Company's net debt-to-capital ratio would
have been 38%, as compared with the Company's June 30, 2006 actual net
debt-to-capital ratio of 32%. Net debt represents total debt less cash and cash
equivalents. The Company plans to raise a new term loan, the proceeds of which
would be used to repay all outstanding amounts borrowed under the revolving
credit facility announced today, and to negotiate a new revolving credit
facility at that time.
Amin J. Khoury, Chairman and Chief Executive Officer of B/E Aerospace, Inc.
said, "This refinancing is another element of B/E Aerospace's ongoing commitment
to lower our cost of capital and to maintain our net debt to capital ratios,
while pursuing opportunities to grow our business."
The Company has retained UBS Securities LLC, Credit Suisse Securities (USA)
LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global
Bondholder Services Corporation to serve as Depositary and Information Agent.
Persons with questions regarding the tender offer and consent solicitation
should contact UBS Securities LLC toll free at (888) 722-9555 ext. 4210 and
collect at (203) 719-4210, Credit Suisse Securities (USA) LLC toll free at (800)
820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities Inc. collect
at (212) 270-7407, or Global Bondholder Services Corporation at (866) 804-2200.
Requests for documentation should be directed to Global Bondholder Services
Corporation at (866) 804-2200.
This announcement is for information purposes only and constitutes neither
an offer to purchase nor a solicitation of an offer to sell the Notes. The
tender offer and consent solicitation is being made only pursuant to the Offer
to Purchase and Consent Solicitation dated July 10, 2006 and related materials.
About B/E Aerospace, Inc.
B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin
interior products, and a leading aftermarket distributor of aerospace fasteners.
B/E designs, develops and manufactures a broad range of products for both
commercial aircraft and business jets. B/E manufactured products include
aircraft cabin seating, lighting, oxygen, and food and beverage preparation and
storage equipment. The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services. Products for the
existing aircraft fleet - the aftermarket - generate about
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60 percent of sales. B/E sells and supports its products through its own global
direct sales and product support organization. For more information, visit B/E's
website at www.beaerospace.com.