B/E Aerospace, Inc. (NASDAQ:BEAV) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.
On April 13, 2017, in connection with the closing of the Merger,
B/E Aerospace terminated, and prepaid all amounts outstanding
under, the Credit Agreement, dated as of December 16, 2014, as
amended by that certain Amendment No. 1 dated January 30, 2015
and as further amended by that certain Amendment No. 2 dated May
27, 2016 (the Credit Agreement), by and among the Company
(as borrower), the lenders from time to time party thereto, the
other agents party thereto and JPMorgan Chase Bank, N.A., as
administrative agent. No early termination penalties were
incurred by B/E Aerospace in connection with the termination of
the Credit Agreement, though the Company may be required to
reimburse lenders for LIBOR breakage costs.
B/E Aerospace terminated, and prepaid all amounts outstanding
under, the Credit Agreement, dated as of December 16, 2014, as
amended by that certain Amendment No. 1 dated January 30, 2015
and as further amended by that certain Amendment No. 2 dated May
27, 2016 (the Credit Agreement), by and among the Company
(as borrower), the lenders from time to time party thereto, the
other agents party thereto and JPMorgan Chase Bank, N.A., as
administrative agent. No early termination penalties were
incurred by B/E Aerospace in connection with the termination of
the Credit Agreement, though the Company may be required to
reimburse lenders for LIBOR breakage costs.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 13, 2017, to the terms of the Merger Agreement, Rockwell
Collins completed the acquisition of B/E Aerospace through the
Merger. As a result of the Merger, B/E Aerospace became a wholly
owned subsidiary of Rockwell Collins. At the effective time of
the Merger (the Effective Time), by virtue of the Merger
and without any action on the part of any stockholder, each share
of common stock, par value $0.01 per share, of B/E Aerospace
(B/E Aerospace Common Stock) issued and outstanding
immediately prior to the Effective Time (other than shares of B/E
Aerospace Common Stock (i) held by B/E Aerospace as treasury
stock, (ii) held, directly or indirectly, by Rockwell Collins or
Merger Sub immediately prior to the Effective Time or (iii) that
were outstanding immediately prior to the Effective Time and that
were held by any person who was entitled to demand, and properly
demanded, appraisal of such shares to, and who complied in all
respects with, Section 262 of the Delaware General Corporation
Law), was converted into the right to receive the merger
consideration (the Merger Consideration) from Rockwell
Collins, which consisted of (x) $34.10 per share in cash, without
interest, and (y) 0.3101 of a validly issued, fully paid and
non-assessable share of common stock, par value $0.01 per share,
of Rockwell Collins (Rockwell Collins Common Stock). Based
on the closing price per share of Rockwell Collins Common Stock
on April 12, 2017, the aggregate value of the cash and Rockwell
Collins Common Stock payable as Merger Consideration per share to
the Merger was equal to $64.49, consisting of cash and Rockwell
Collins Common Stock.
Collins completed the acquisition of B/E Aerospace through the
Merger. As a result of the Merger, B/E Aerospace became a wholly
owned subsidiary of Rockwell Collins. At the effective time of
the Merger (the Effective Time), by virtue of the Merger
and without any action on the part of any stockholder, each share
of common stock, par value $0.01 per share, of B/E Aerospace
(B/E Aerospace Common Stock) issued and outstanding
immediately prior to the Effective Time (other than shares of B/E
Aerospace Common Stock (i) held by B/E Aerospace as treasury
stock, (ii) held, directly or indirectly, by Rockwell Collins or
Merger Sub immediately prior to the Effective Time or (iii) that
were outstanding immediately prior to the Effective Time and that
were held by any person who was entitled to demand, and properly
demanded, appraisal of such shares to, and who complied in all
respects with, Section 262 of the Delaware General Corporation
Law), was converted into the right to receive the merger
consideration (the Merger Consideration) from Rockwell
Collins, which consisted of (x) $34.10 per share in cash, without
interest, and (y) 0.3101 of a validly issued, fully paid and
non-assessable share of common stock, par value $0.01 per share,
of Rockwell Collins (Rockwell Collins Common Stock). Based
on the closing price per share of Rockwell Collins Common Stock
on April 12, 2017, the aggregate value of the cash and Rockwell
Collins Common Stock payable as Merger Consideration per share to
the Merger was equal to $64.49, consisting of cash and Rockwell
Collins Common Stock.
At the Effective Time, each award of B/E Aerospace Common Stock
subject to time-based, performance or other vesting or lapse
restrictions, and each B/E Aerospace restricted stock unit award
subject to time-based or performance vesting conditions,
including any stock unit held under the B/E Aerospace 2010
Deferred Compensation Plan, that, in each case, was granted prior
to the date of the Merger Agreement and remained outstanding
immediately prior to the Effective Time, (i) became fully vested
and, to the extent such award was subject to performance
conditions, such performance conditions were deemed satisfied at
the maximum level, and (ii) was canceled and converted into the
right to receive cash payment equal to the product of (a) the
value of the Merger Consideration and (b) the number of shares of
B/E Aerospace Common Stock represented by such award.
subject to time-based, performance or other vesting or lapse
restrictions, and each B/E Aerospace restricted stock unit award
subject to time-based or performance vesting conditions,
including any stock unit held under the B/E Aerospace 2010
Deferred Compensation Plan, that, in each case, was granted prior
to the date of the Merger Agreement and remained outstanding
immediately prior to the Effective Time, (i) became fully vested
and, to the extent such award was subject to performance
conditions, such performance conditions were deemed satisfied at
the maximum level, and (ii) was canceled and converted into the
right to receive cash payment equal to the product of (a) the
value of the Merger Consideration and (b) the number of shares of
B/E Aerospace Common Stock represented by such award.
At the Effective Time, each award of B/E Aerospace Common Stock
subject to time-based, performance or other vesting or lapse
restrictions and each B/E Aerospace restricted stock unit award
subject to time-based or performance vesting conditions that, in
each case, was granted on or following the date of the Merger
Agreement and remained outstanding immediately prior to the
Effective Time was (subject to certain exceptions) assumed by
Rockwell Collins and converted into an award (subject to the same
time-based vesting schedule as the B/E Aerospace award) covering
that number of shares of Rockwell Collins Common Stock (rounded
down to the nearest whole share) equal to the product of (i) the
number of shares of B/E Aerospace Common Stock subject to such
B/E Aerospace award immediately prior to the Effective Time (with
any performance conditions deemed satisfied at the target level)
and (ii)(A) the value of the Merger Consideration divided by (B)
the price of Rockwell Collins Common Stock (as calculated to the
Merger Agreement).
subject to time-based, performance or other vesting or lapse
restrictions and each B/E Aerospace restricted stock unit award
subject to time-based or performance vesting conditions that, in
each case, was granted on or following the date of the Merger
Agreement and remained outstanding immediately prior to the
Effective Time was (subject to certain exceptions) assumed by
Rockwell Collins and converted into an award (subject to the same
time-based vesting schedule as the B/E Aerospace award) covering
that number of shares of Rockwell Collins Common Stock (rounded
down to the nearest whole share) equal to the product of (i) the
number of shares of B/E Aerospace Common Stock subject to such
B/E Aerospace award immediately prior to the Effective Time (with
any performance conditions deemed satisfied at the target level)
and (ii)(A) the value of the Merger Consideration divided by (B)
the price of Rockwell Collins Common Stock (as calculated to the
Merger Agreement).
At the Effective Time, each stock unit credited to the account of
any current or former non-employee director under the B/E
Aerospace Amended and Restated Non-Employee Directors Stock and
Deferred Compensation Plan that was payable in shares of B/E
Aerospace Common Stock and remained outstanding immediately prior
to the Effective Time converted into the right to receive the
Merger Consideration.
any current or former non-employee director under the B/E
Aerospace Amended and Restated Non-Employee Directors Stock and
Deferred Compensation Plan that was payable in shares of B/E
Aerospace Common Stock and remained outstanding immediately prior
to the Effective Time converted into the right to receive the
Merger Consideration.
The total aggregate consideration payable in the transaction was
approximately $3.5 billion, excluding the assumption of net debt,
in cash and 31.2 million shares of Rockwell Collins Common Stock.
approximately $3.5 billion, excluding the assumption of net debt,
in cash and 31.2 million shares of Rockwell Collins Common Stock.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the
Companys Current Report on Form 8–K filed with the Securities
and Exchange Commission (the SEC) on October 26, 2016, and
the terms of which are incorporated herein by reference.
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the
Companys Current Report on Form 8–K filed with the Securities
and Exchange Commission (the SEC) on October 26, 2016, and
the terms of which are incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
On April 13, 2017, in connection with the consummation of the
Merger, the Company notified the NASDAQ Global Market (NASDAQ)
that the Merger had been consummated, and requested that the
trading of the Common Stock on NASDAQ be halted prior to market
open on April 13, 2017 and suspended prior to market open on
April 17, 2017, the next trading day. In addition, on April 13,
2017, the Company requested that NASDAQ file with the SEC a
notification on Form 25 to delist the Shares from NASDAQ and to
deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Company
intends to file with the SEC a Certification and Notice of
Termination on Form 15 requesting the deregistration of the
Shares under Section 12(g) of the Exchange Act and the suspension
of the Companys reporting obligations under Sections 13 and 15(d)
of the Exchange Act. The disclosure set forth in the Introductory
Note above and under Item 2.01 is incorporated by reference into
this Item 3.01.
Merger, the Company notified the NASDAQ Global Market (NASDAQ)
that the Merger had been consummated, and requested that the
trading of the Common Stock on NASDAQ be halted prior to market
open on April 13, 2017 and suspended prior to market open on
April 17, 2017, the next trading day. In addition, on April 13,
2017, the Company requested that NASDAQ file with the SEC a
notification on Form 25 to delist the Shares from NASDAQ and to
deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act). The Company
intends to file with the SEC a Certification and Notice of
Termination on Form 15 requesting the deregistration of the
Shares under Section 12(g) of the Exchange Act and the suspension
of the Companys reporting obligations under Sections 13 and 15(d)
of the Exchange Act. The disclosure set forth in the Introductory
Note above and under Item 2.01 is incorporated by reference into
this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in the Introductory Note above and under
Items 2.01 and 3.01 above is incorporated by reference into this
Item 3.03.
Items 2.01 and 3.01 above is incorporated by reference into this
Item 3.03.
Item 5.01. Changes in Control of Registrant.
The disclosure set forth in the Introductory Note above and under
Item 2.01 above is incorporated by reference into this Item 5.01.
The total aggregate consideration payable in the transaction was
approximately $3.5 billion, excluding the assumption of net debt,
in cash and 31.2 million shares of Rockwell Collins Common Stock.
Item 2.01 above is incorporated by reference into this Item 5.01.
The total aggregate consideration payable in the transaction was
approximately $3.5 billion, excluding the assumption of net debt,
in cash and 31.2 million shares of Rockwell Collins Common Stock.
Rockwell Collins financed the Merger with available cash and the
net proceeds from a notes offering and additional borrowings
under its term loan facility.
net proceeds from a notes offering and additional borrowings
under its term loan facility.
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
In connection with the Merger and to the terms of the Merger
Agreement, from and after the Effective Time, the directors of
Merger Sub, Robert J. Perna and Patrick E. Allen, became the
directors of the Company, replacing Amin J. Khoury, Richard G.
Hamermesh, Jonathan M. Schofield, James F. Albaugh, John T.
Whates, David J. Anderson and Mary M. VanDeWeghe, each of whom
submitted letters of resignation and ceased to be directors of
the Company as of the Effective Time.
Agreement, from and after the Effective Time, the directors of
Merger Sub, Robert J. Perna and Patrick E. Allen, became the
directors of the Company, replacing Amin J. Khoury, Richard G.
Hamermesh, Jonathan M. Schofield, James F. Albaugh, John T.
Whates, David J. Anderson and Mary M. VanDeWeghe, each of whom
submitted letters of resignation and ceased to be directors of
the Company as of the Effective Time.
Additionally, in connection with the Merger, from and after the
Effective Time, each of Amin J. Khoury, Joseph T. Lower, Ryan M.
Patch, Stephen R. Swisher and Eric J. Wesch submitted letters of
resignation and ceased to be officers of the Company. Following
the resignation of such officers, the new officers of the Company
are Werner Lieberherr, President, Robert J. Perna, Vice President
and Secretary, and Douglas E. Stenske, Vice President and
Treasurer.
Effective Time, each of Amin J. Khoury, Joseph T. Lower, Ryan M.
Patch, Stephen R. Swisher and Eric J. Wesch submitted letters of
resignation and ceased to be officers of the Company. Following
the resignation of such officers, the new officers of the Company
are Werner Lieberherr, President, Robert J. Perna, Vice President
and Secretary, and Douglas E. Stenske, Vice President and
Treasurer.
Item 5.03. Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
to the Merger Agreement, the certificate of incorporation of
B/E Aerospace that was in effect immediately prior to the
Effective Time was amended in its entirety as set forth in
Exhibit A to the Merger Agreement and, as so amended, is the
certificate of incorporation of the surviving corporation. The
bylaws of Merger Sub that were in effect immediately prior to
the Effective Time became the bylaws of the surviving
corporation, except as to the name of the surviving
corporation, which is B/E Aerospace, Inc. The certificate of
incorporation of B/E Aerospace and the bylaws of B/E Aerospace
as so amended are attached as Exhibits 3.1 and 3.2 hereto,
respectively, and incorporated herein by reference.
B/E Aerospace that was in effect immediately prior to the
Effective Time was amended in its entirety as set forth in
Exhibit A to the Merger Agreement and, as so amended, is the
certificate of incorporation of the surviving corporation. The
bylaws of Merger Sub that were in effect immediately prior to
the Effective Time became the bylaws of the surviving
corporation, except as to the name of the surviving
corporation, which is B/E Aerospace, Inc. The certificate of
incorporation of B/E Aerospace and the bylaws of B/E Aerospace
as so amended are attached as Exhibits 3.1 and 3.2 hereto,
respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 2.1 |
Agreement and Plan of Merger, dated October 23, 2016,
by and among B/E Aerospace, Inc., Rockwell Collins, Inc. and Quarterback Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the SEC on October 26, 2016).* |
| 3.1 |
Certificate of Merger of Quarterback Merger Sub Corp.
and B/E Aerospace, Inc. into B/E Aerospace, Inc. |
| 3.2 |
Amended and Restated By-Laws of B/E Aerospace, Inc.
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*
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Schedules have been omitted to Item 6.01(b)(2) of
Regulation S-K. B/E Aerospace hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
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.
the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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B/E Aerospace, Inc.
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By:
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/s/ Werner Lieberherr | |||
| Name: |
Werner Lieberherr
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| Title: |
President and Chief Executive Officer
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Date: April 13, 2017
EXHIBIT INDEX
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Exhibit No.
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Name
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2.1
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Agreement and Plan of Merger, dated October 23, 2016,
by and among B/E Aerospace, Inc., Rockwell Collins, Inc. and Quarterback Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the SEC on October 26, 2016).* |
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3.1
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Certificate of Merger of Quarterback Merger Sub Corp.
and B/E Aerospace, Inc. into B/E Aerospace, Inc. |
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3.2
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Amended and Restated By-Laws of B/E Aerospace, Inc.
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*
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Schedules have been omitted
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About B/E Aerospace, Inc. (NASDAQ:BEAV)
B/E Aerospace, Inc. is a manufacturer of cabin interior products for commercial aircraft and business jets. The Company sells its products and provides services to various airlines and aerospace manufacturers across the world. It operates through two segments: commercial aircraft (CAS) and business jet (BJS). Its CAS segment includes seating products; food and beverage and preparation and storage equipment; oxygen delivery systems; engineering, design, integration, installation and certification services, and interior structures. Its BJS segment offers a range of furnishings for business jets. The Company’s products coffee and espresso makers, water boilers, beverage containers, refrigerators, freezers, chillers, lighting products, executive aircraft and helicopter seats, direct and indirect overhead lighting systems, air valve systems and high-end furniture and cabinetry. It also provides aircraft cabin interior reconfiguration, program management and certification services. B/E Aerospace, Inc. (NASDAQ:BEAV) Recent Trading Information
B/E Aerospace, Inc. (NASDAQ:BEAV) closed its last trading session 00.00 at 64.47 with 483,127 shares trading hands.