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): August 24, 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 5
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On August 24, 2006, BE Aerospace, Inc. (the "Company") entered into a
senior secured credit facility, dated as of August 24, 2006 (the "Credit
Agreement") 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 amended and restated the
Company's existing senior secured credit facility entered into on July 26, 2006
with the same parties (the "Existing Credit Agreement"). The Credit Agreement
provides for a five-year, $200.0 million revolving credit facility and a
six-year, $300.0 million term loan. The Credit Agreement also provides for the
ability of the Company to request additional incremental term loans in an amount
of up to $75 million upon satisfaction of certain conditions.
The Company's obligations under the Credit Agreement are 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.
Except as otherwise provided in the Credit Agreement and unless
terminated earlier, the revolving credit facility portion of the Credit
Agreement 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 leverage ratio and an interest 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.
A portion of the term loan borrowings under the Credit Agreement were
used to repay approximately $120 million in revolving credit facility borrowings
and $75 million in term loan borrowings under the Existing Credit Agreement and
to pay related fees and expenses. The borrowings under the Existing Credit
Agreement had previously been used to, in part, repurchase $174.94 million
principal amount of the Company's 8-1/2% senior notes due 2010 and to pay for
the Company's previously announced acquisition of Draeger Aerospace GmbH, both
of which were completed on July 26, 2006. The Company intends to use
approximately $68 million of the remaining term loan borrowings under the Credit
Agreement to pay for its previously announced acquisition of New York Fasteners
Corp., which is expected to close during the third quarter of 2006. The
remaining term loan borrowings under the Credit Agreement of $37 million will
be used for general corporate and working capital purposes. No borrowings under
the revolving credit facility of the Credit Agreement were made upon entry into
the Credit Agreement. The revolving credit facility currently has $6.3 million
of Letters of Credit outstanding.
ITEM 7.01 REGULATION FD DISCLOSURE
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On August 28, 2006, the Company issued a press release announcing that
is had entered into an amended and restated senior credit facility, as described
above in Item 1.01, and the Company commented on its outlook for 2006. A copy of
the press release is attached hereto as Exhibit 99.1. The attached Exhibit 99.1
is furnished in its entirety pursuant to this Item 7.01.
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: August 29, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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10.1 Amended and Restated Credit Agreement, dated as of August
24, 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.
99.1 Press release dated August 28, 2006.