B/E Aerospace Announces Tender Offers for Any and All of Its Outstanding 6.875% Senior Notes Due 2020 and 5.25% Senior Notes Due 2022 and Related Consent Solicitations

WELLINGTON, Fla.—(BUSINESS WIRE)—B/E Aerospace, Inc. (the “Company”) today announced that it has commenced cash tender offers (the “Tender Offers”) for any and all of its 6.875% Senior Notes due 2020 (the “2020 Notes”) and 5.25% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Notes”). In connection with the Tender Offers, the Company is soliciting consents (the “Consent Solicitations” and, together with the Tender Offers, the “Offers”) from the holders of the Notes for certain proposed amendments to the indentures governing the 2020 Notes and the 2022 Notes (the “Indentures”) that, among other things, would eliminate most of the restrictive covenants and certain default provisions applicable to the Notes. Holders who tender their Notes will automatically be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offers. The Offers are scheduled to expire at 11:59 p.m. on December 26, 2014, unless either Offer is extended or terminated. The terms and conditions of the Offers are described in an Offer to Purchase and Consent Solicitation Statement, dated November 28, 2014 (the “Statement”) and the related Consent and Letter of Transmittal, which are being sent to holders of Notes.

Holders of Notes must validly tender and not validly withdraw their Notes and provide their consents to the applicable proposed amendments to the applicable Indenture on or before 5:00 p.m., New York City time, on December 11, 2014, unless such time is extended by the Company in its sole discretion for either Offer (such date and time, as the same may be extended with respect to a series of Notes, the applicable “Consent Expiration”) in order to be eligible to receive the applicable Total Consideration (as defined in the Statement), which includes the “Consent Payment” shown in the table above. Holders of Notes who validly tender and do not validly withdraw their Notes and provide their consents to the proposed amendments to the Indentures after the applicable Consent Expiration and at or prior to the applicable Expiration Time (as defined below) will be eligible to receive only the applicable Tender Offer Consideration, which is equal to the applicable Total Consideration minus the Consent Payment. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders whose Notes are accepted for purchase in either of the Tender Offers will receive any accrued and unpaid interest from the last interest payment date on the Notes up to, but not including, the applicable settlement date.

The Tender Offers contemplate an early settlement for Notes that are validly tendered and not validly withdrawn prior to the Consent Expiration and accepted for purchase, which settlement is expected to occur on the Initial Settlement Date (as defined in the Statement). The Offers will expire at 11:59 p.m., New York City time, on December 26, 2014, unless such time is extended by the Company in its sole discretion for either Offer (such date and time, as the same may be extended with respect to a series of Notes, the applicable “Expiration Time”), with final settlement expected to occur promptly following the applicable Expiration Time. As set forth in the Statement, validly tendered Notes may be validly withdrawn and consents may be validly revoked at any time on or before 5:00 p.m., New York City time, on December 11, 2014, unless such time is extended by the Company in its sole discretion for either Offer.

Any extension, termination or amendment of the Offers will be followed as promptly as practicable by a public announcement thereof. The Tender Offers are conditioned on the satisfaction or waiver of the conditions set forth in the Statement, which include: (i) the receipt by the Company of sufficient net cash proceeds from the consummation of a term loan facility, the availability and terms of which will be determined by market conditions and other factors at the time any such transaction is completed and approximately $750.00 million as a distribution from the Company’s wholly-owned subsidiary KLX Inc. (“KLX”) in connection with the separation of KLX from the Company in a previously announced spin-off transaction or any other financing source on terms satisfactory to the Company in its sole discretion, to finance the purchase of all the outstanding Notes of both series in full pursuant to the Offers, and pay related fees and expenses, (ii) with respect to each Offer, execution of a supplemental indenture implementing the applicable proposed amendments to the applicable Indenture upon receipt of consents thereto from holders of a majority in aggregate principal amount of the outstanding Notes of the applicable series, and (iii) certain other customary conditions, in each case as more fully described in the Statement.

The Company’s obligation to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Statement and the related Consent and Letter of Transmittal.

None of the Company, the Dealer Manager and Solicitation Agent, the Depositary and Information Agent or the Trustee makes any recommendation in connection with either of the Offers. Subject to applicable law, the Company may amend, extend or, terminate either Offer. Subject to applicable law, each Offer is being made separately from, and is not conditional on, the other Offer and, the Company reserves the right to terminate, withdraw, extend or amend either Offer independently from the other Offer. In addition, this news release does not constitute a notice of redemption of the Notes under the optional redemption provisions of the Indentures.

For these Offers, the Company has retained J.P. Morgan Securities LLC to serve as dealer manager and consent solicitation agent, and Ipreo LLC to serve as the depositary and information agent.

Requests for the Statement and related documents may be directed to Ipreo LLC at (212) 849-3880 (banks and brokers, call collect) or at (888) 593-9546 (all others, toll free), or in writing at 65 Broadway, 16th Floor, New York, NY 10006, Attention: Aaron Dougherty. Questions regarding the Offers may be directed to J.P. Morgan Securities LLC at 383 Madison Avenue, 3rd Floor, New York, New York 10179, U.S. Toll Free: (800) 245-8812, Call Collect: (212) 270-1200, Attention: Syndicate Desk.