Esterline Corporation Launches Private Placement of Senior Notes

SOURCE: Esterline Technologies

BELLEVUE, WA–(Marketwire – July 19, 2010) –  Esterline Corporation (NYSE: ESL) (www.esterline.com), a leading specialty manufacturer serving aerospace/defense markets, today announced that it is commencing an offering (the “Offering”) of $200 million aggregate principal amount of senior notes due 2020. Esterline intends to use the net proceeds from the Offering to repurchase any and all of its $175 million outstanding 7 3/4% Senior Subordinated Notes due 2013 (the “2013 Notes”), pursuant to a cash tender offer and consent solicitation for the 2013 Notes also announced today, and to use the balance for general corporate purposes.

Brad Lawrence, Esterline’s President and Chief Executive Officer, stated that “…this transaction represents a timely and attractive opportunity for Esterline to extend the maturity of its long-term debt, lower overall interest costs, and improve our strategic flexibility, thereby enhancing long-term value for our shareholders.”

The Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The notes being offered by Esterline have not been registered under the Securities Act or any state securities laws. Therefore, the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Esterline:
Esterline Corporation is a leading world-wide supplier to the aerospace and defense industry specializing in three core areas: Avionics & Controls, Sensors & Systems, and Advanced Materials. Operations within the Avionics & Controls segment focus on high-technology electronics products for military and commercial aircraft and land- and sea-based military vehicles, secure communications systems, specialized medical equipment, and other industrial applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers. Operations within the Advanced Materials segment focus on technologies including high-temperature resistant materials and components used for a wide range of military and commercial aerospace purposes and combustible ordnance and countermeasure products.

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 including its most recent Annual Report on Form 10-K.

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