BELLEVUE, Washington, 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 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 covenant applicable to the 7.75% Senior Subordinated Notes due 2013 to the corresponding 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.
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.