Attached files
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EX-5.1 - EX-5.1 - B/E AEROSPACE INC | a12-16001_4ex5d1.htm |
EX-1.1 - EX-1.1 - B/E AEROSPACE INC | a12-16001_4ex1d1.htm |
EX-12.1 - EX-12.1 - B/E AEROSPACE INC | a12-16001_4ex12d1.htm |
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 9, 2012
BE AEROSPACE, INC.
(Exact name of registrant as specified in charter)
Delaware |
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0-18348 |
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06-1209796 |
(State or other |
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(Commission File Number) |
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(I.R.S. Employer |
jurisdiction of incorporation) |
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Identification No.) |
1400 Corporate Center Way, Wellington, Florida |
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33414-2105 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2012, BE Aerospace, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule B therein (the Underwriters), to sell $800,000,000 aggregate principal amount of the Companys 5.250% Senior Notes due 2022 (the Notes) in an offering registered pursuant to the Securities Act of 1933, as amended. The Company completed the sale of the Notes to the Underwriters on July 12, 2012 with net proceeds (before expenses) to the Company of $802,000,000. The Underwriting Agreement contains customary terms and conditions.
The Notes were an additional issuance of its 5.250% Senior Notes due 2022, $500,000,000 of which were issued on March 13, 2012 (the Existing Notes), and will have the same CUSIP and be fungible with the Existing Notes for trading purposes. The Notes were issued pursuant to an indenture dated as of July 1, 2008 (the Base Indenture) between the Company and Wilmington Trust Company, as trustee (the Trustee), as supplemented by a third supplemental indenture dated as of March 13, 2012 (the Third Supplemental Indenture) between the Company and the Trustee (the Base Indenture, as supplemented by the Third Supplemental Indenture, the Indenture). Pursuant to the Indenture, the Company will pay interest on the Notes on April 1 and October 1 of each year, beginning on October 1, 2012. The Notes will mature on April 1, 2022. The Notes are unsecured senior obligations of the Company. The Notes will rank equally with the Companys existing and future senior indebtedness and will rank senior in right of payment to any future indebtedness that is subordinated to the Notes. The Notes will be effectively subordinated to all of the existing and future secured indebtedness of the Company to the extent of the assets securing such indebtedness and the debt and other liabilities of all of the Companys subsidiaries. The Company may redeem some or all of the Notes at any time prior to April 1, 2017 at a price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest plus a make-whole premium. The Company may redeem some or all of the Notes at any time on or after April 1, 2017 at applicable redemption prices described in the Notes. In addition, on or prior to April 1, 2015, the Company may redeem up to 35% of the Notes using the proceeds of certain equity offerings. The Notes will not be entitled to the benefit of any sinking fund.
The Indenture contains covenants that, among other things, will limit the ability of the Company and its restricted subsidiaries to incur indebtedness; pay dividends or make certain distributions in respect of the Companys capital stock or repurchase the Companys capital stock or make certain other restricted payments or investments; sell certain assets, including capital stock of the restricted subsidiaries; agree to restrictions affecting the ability of restricted subsidiaries to issue dividends or make other payments; enter into transactions with the Companys affiliates; and merge, consolidate or sell substantially all of the Companys assets. Additionally, upon the occurrence of a change of control (as defined in the Indenture), the Company will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. The Indenture provides for customary events of default.
The foregoing descriptions of the Underwriting Agreement and the Indenture do not purport to be complete and are qualified in their entirety by reference to the text of the applicable agreement. The Base Indenture was included as an exhibit to the Companys Current Report on Form 8-K previously filed with the Securities and Exchange Commission (the SEC) on July 1, 2008 and the Third Supplemental Indenture and the form of Note were included as exhibits to the Companys Current Report on Form 8-K previously filed with the SEC on March 13, 2012. The Base Indenture, the Third Supplemental Indenture and the form of Note are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 |
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Underwriting Agreement dated as of July 9, 2012, between the Company and J.P. Morgan Securities LLC, as representative of the underwriters named therein |
5.1 |
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Opinion of Shearman & Sterling LLP |
12.1 |
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Computation of Ratio of Earnings to Fixed Charges |
23.1 |
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Consent of Shearman & Sterling LLP (Included in Exhibit 5.1) |
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.
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BE AEROSPACE, INC. | ||
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By: |
/s/ Thomas P. McCaffrey | |
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Name: |
Thomas P. McCaffrey |
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Title: |
Senior Vice President |
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and Chief Financial Officer |
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Date: July 12, 2012 |
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EXHIBIT INDEX
Exhibit No. |
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Description of Exhibits |
1.1 |
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Underwriting Agreement dated as of July 9, 2012, between the Company and J.P. Morgan Securities LLC, as representative of the underwriters named therein |
5.1 |
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Opinion of Shearman & Sterling LLP |
12.1 |
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Computation of Ratio of Earnings to Fixed Charges |
23.1 |
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Consent of Shearman & Sterling LLP (Included in Exhibit 5.1) |