Contact Information: Contact: Brian Keogh 425-453-9400 Esterline Corporation 500 108th Avenue NE Suite 1500 Bellevue, WA 98004 Tel: 425-453-9400 Fax: 425-453-2916 www.esterline.com
Esterline Launches Consent Solicitation for 7.75% Senior Subordinated Notes Due 2013
| Source: Esterline Technologies
BELLEVUE, WA--(Marketwire - June 20, 2007) - Esterline Technologies Corporation (NYSE : ESL )
today announced that it has commenced a consent solicitation with respect
to an amendment to the indenture governing its outstanding 7.75% Senior
Subordinated Notes due 2013 issued on June 11, 2003 (the "Consent
Solicitation"). The consent solicitation will expire at 5:00 p.m., New York
City time, on June 27, 2007, unless extended (such date, as it may be
extended, the "Consent Date").
On the terms and subject to the conditions of the Consent Solicitation, if
Esterline receives the requisite consents and the supplemental indenture
that contains the amendment is executed, Esterline will pay, following the
Consent Date and the satisfaction of the other conditions contained in the
Consent Solicitation, to each Holder who has validly delivered (and has not
revoked) a valid consent on or prior to the Consent Date, $3.75 for each
$1,000 in principal amount of 7.75% Senior Subordinated Notes due 2013. A
holder of approximately 38% in aggregate principal amount of the Notes has
indicated that it intends to deliver its consent to the proposed amendment.
Esterline is seeking consents to amend the indenture relating to the 7.75%
Senior Subordinated Notes due 2013 in order to reallocate some of its
existing senior secured bank debt to some of its foreign subsidiaries,
which are currently not permitted to incur debt without guaranteeing the
Notes (guarantees by foreign subsidiaries would create certain tax issues
for Esterline), in order to better match currency funding needs to revenue
sources. This amendment would not increase the total amount of indebtedness
that Esterline is permitted to incur under the indenture, and would conform
the relevant paragraph of the covenant applicable to the 7.75% Senior
Subordinated Notes due 2013 to the corresponding paragraph in the covenant
applicable to Esterline's 6-5/8% Senior Notes due 2017 issued on March 1,
2007.
The complete terms and conditions of the Consent Solicitation are set forth
in the Consent Solicitation Statement that is being sent to holders of the
7.75% Senior Subordinated Notes due 2013. Holders are urged to read the
Consent Solicitation documents carefully. Copies of the Consent
Solicitation Statement and related Consent Letter may be obtained from
Global Bondholder Services Corporation, at (212) 430-3774 and
(866) 389-1500 (toll-free).
Merrill Lynch & Co. is the Solicitation Agent for the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to Merrill
Lynch & Co. at (888) 654-8637 (toll-free) and (212) 449-4914
About Esterline
Esterline is a leading world-wide supplier to the aerospace and defense
industry specializing in three core areas: Avionics & Controls, Sensors &
Systems, and Advanced Materials.
This press release contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements
relate to future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "potential," "predict," "should" or
"will," or the negative of such terms, or other comparable terminology.
These forward-looking statements are only predictions based on the current
intent and expectations of the management of Esterline, are not guarantees
of future performance or actions, and involve risks and uncertainties that
are difficult to predict and may cause Esterline's or its industry's actual
results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Esterline's actual results and the timing and
outcome of events may differ materially from those expressed in or implied
by the forward-looking statements due to risks detailed in Esterline's
public filings with the Securities and Exchange Commission.