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 26, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On July 26, 2006, BE Aerospace, Inc. (the "Company") entered into a new
senior secured credit facility (the "Credit Agreement"), dated as of July 26,
2006, consisting of a five-year, $150 million revolving credit facility and a
six-year, $75 million term loan with JPMorgan Chase Bank, N.A., as
Administrative Agent, UBS Securities LLC and Credit Suisse Securities (USA)
LLC, as Syndication Agents, and certain lenders party thereto. The Credit
Agreement also provides for the ability of the Company to request additional
incremental term loans in an amount of up to $75.0 million upon satisfaction of
certain customary conditions. The Credit Agreement replaces the Company's
existing $50 million revolving credit facility that it had entered into in
February 2004 and would have matured in 2007.
The Company's obligations under the Credit Agreement will be secured by
liens on substantially all of the Company's domestic assets, including a pledge
of a portion of the capital stock of certain foreign subsidiaries.
The Credit Agreement will, in certain circumstances, be required to be
prepaid with excess cash flow and proceeds from certain asset sales, debt
issuances and condemnation and casualty proceeds, subject to certain thresholds
and reinvestment rights.
Unless terminated earlier, the revolving credit facility will mature in
2011, and the term loan facility portion of the Credit Agreement will mature in
2012.
The Credit Agreement will require the Company to comply with certain
financial covenants, including a total leverage ratio and an interest charge
coverage ratio. The Credit Agreement will include certain customary negative
covenants.
The Credit Agreement contains certain customary representations and
warranties, affirmative covenants and events of default, including change of
control and cross-defaults to other debt.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and
is incorporated by reference herein.
In connection with the Company's previously announced tender offer and
consent solicitation for any and all of its outstanding 8 1/2% Senior Notes due
2010 (the "Senior Notes"), the Company used the $75.0 million term loan
borrowings and $120.0 million of available revolving credit facility borrowings
under the Credit Agreement, along with available cash, to purchase the tendered
Senior Notes and to pay the accrued and unpaid interest on the tendered Senior
Notes, to repay the outstanding borrowings under the Company's existing
revolving credit facility, described in Item 1.02 below, and to pay certain
related fees and expenses.
The Company plans to enter into a new term loan, the proceeds of which
will be used to repay all amounts borrowed under the revolving credit facility
of the Credit Agreement and amounts outstanding under the term loan of the
Credit Agreement, and to enter into a new revolving credit facility.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
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In connection with entering into the Credit Agreement described in Item
1.01, the Company repaid all amounts outstanding under its existing credit
agreement, dated February 12, 2004, as amended (the "Old Credit Agreement"),
among the Company, the lenders and other financial institutions named therein,
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Administrative Agent. Certain of the lenders and agents under the Old Credit
Agreement and/or their affiliates are acting as lenders and/or agents under the
Credit Agreement, described in Item 1.01 above. The Old Credit Agreement, which
has been terminated as of July 26, 2006, provided for a revolving credit
facility of $50.0 million. The outstanding balance under the Old Credit
Agreement prior to its repayment on July 26, 2006 was approximately $30.1
million.
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
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Name: Thomas P. McCaffrey
Title: Senior Vice President
of Administration
and Chief Financial Officer
Date: July 28, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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10.1 Credit Agreement, dated as of July 26, 2006, among
the Company, 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.