Company Website:
http://www.beaerospace.com
WELLINGTON, Fla. -- (Business Wire)
B/E Aerospace, Inc. (“B/E Aerospace” or the “Company”) (NASDAQ: BEAV)
announced today that its board of directors (the “Board”) has approved
the separation of its Consumables Management Segment, consisting of B/E
Aerospace’s aerospace distribution and energy services businesses, which
will be known as KLX Inc. (“KLX”), through a dividend distributing all
of the shares of KLX common stock on a pro rata basis to the holders of
B/E Aerospace’s common stock.
For every two shares of B/E Aerospace common stock held, B/E Aerospace’s
shareholders will receive one share of KLX common stock. No fractional
shares of KLX will be issued. Shareholders will receive cash in lieu of
fractional shares. The Board has set a record date of December 5, 2014
and a distribution date of December 16, 2014.
The distribution of KLX common stock will complete the separation KLX
from B/E Aerospace. After the distribution, KLX will be an independent,
publicly-owned company and B/E Aerospace will not own any shares of KLX
common stock. KLX common stock is expected to begin trading on the
NASDAQ under the ticker symbol KLXI. B/E Aerospace will continue to
trade on the NASDAQ under the ticker symbol BEAV.
“Our decision to separate the businesses was made as part of the
evaluation of the Company’s strategic alternatives which has been
undertaken by our management team and Board of Directors, together with
our independent advisors,” said Amin Khoury, the Company’s Chairman and
Co-Chief Executive Officer. “Separating these highly successful
businesses into two industry-leading companies will allow each to
benefit from increased management focus and operational flexibility, as
well as allow the management teams and boards of directors of each
business to determine the optimal capital structure, free cash flow
allocation policy, growth strategy, compensation system and performance
measurement metrics. This decision reflects B/E Aerospace’s ongoing
commitment to optimize the distinct needs of each of our businesses and
the Company’s strategic priorities, consistent with our focus on driving
shareholder value.”
The distribution of KLX common stock is subject to the Securities and
Exchange Commission (“SEC”) having declared effective KLX’s Registration
Statement on Form 10, as amended, which KLX has filed with the SEC. The
distribution of KLX common stock is also subject to the other conditions
set forth in the Separation and Distribution Agreement to be entered
into between B/E Aerospace and KLX, filed as an exhibit to KLX’s
Registration Statement on Form 10, including the receipt of an opinion
of counsel as to the tax-free nature of the transaction.
No action is required by B/E Aerospace’s shareholders in order to
receive shares of KLX common stock in the distribution. B/E Aerospace
expects to mail the information statement to all shareholders entitled
to receive the distribution of shares of KLX common stock once it has
cleared the SEC comment process. The information statement is an exhibit
to KLX’s Registration Statement on Form 10 that describes KLX, including
the risks of owning KLX common stock, and other details regarding the
separation.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve risks and uncertainties. B/E
Aerospace’s actual experience and results may differ materially from the
experience and results anticipated in such statements. Factors that
might cause such a difference include those discussed in B/E Aerospace’s
filings with the Securities and Exchange Commission (SEC), which include
its Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. For more information, see the
section entitled “Forward-Looking Statements” contained in B/E
Aerospace’s Annual Report on Form 10-K and in other filings. The
forward-looking statements included in this news release are made only
as of the date of this news release and, except as required by federal
securities laws and rules and regulations of the SEC, B/E Aerospace
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About B/E Aerospace, Inc.
B/E Aerospace is the world’s leading manufacturer of aircraft cabin
interior products and the world’s leading provider of aerospace
fasteners, consumables and logistics services. B/E Aerospace designs,
develops and manufactures a broad range of products for both commercial
aircraft and business jets. B/E Aerospace manufactured products include
aircraft cabin seating, lighting systems, oxygen systems, food and
beverage preparation and storage equipment, galley systems, and modular
lavatory systems. B/E Aerospace also provides cabin interior
reconfiguration, program management and certification services. B/E
Aerospace provides aerospace fasteners, consumables and logistics
services as well as oilfield services and associated rental equipment.
B/E Aerospace sells and supports its products through its own global
direct sales and product support organization. For more information,
visit the B/E Aerospace website at www.beaerospace.com
Contacts:
B/E Aerospace
Greg Powell, 561-791-5000 ext. 1450
Vice
President, Investor Relations
Source: B/E Aerospace, Inc.
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