Hexcel Announces Pricing of Tender Offer for Its 9.875% Senior Secured

    Business Editors

    STAMFORD, Conn.--(BUSINESS WIRE)--Feb. 14, 2005--Hexcel Corporation (NYSE/PCX: HXL) today announced that it has determined the price for its previously announced tender offer and consent solicitation for its 9.875% Senior Secured Notes due 2008 (the "Notes"). The Notes are being tendered pursuant to Hexcel's Offer to Purchase and Consent Solicitation Statement dated January 31, 2005, which more fully sets forth the terms and conditions of the cash tender offer to purchase any and all of the $125,000,000 outstanding principal amount of the Notes as well as the consent solicitation to eliminate substantially all of the restrictive covenants contained in the indenture governing the Notes and release all of the collateral securing the obligations of Hexcel and the guarantors under the Notes. As of 5:00 p.m., New York City time, on February 11, 2005, Hexcel had received tenders and consents from 98% of the outstanding principal amount of the Notes. The percentage of consents received exceeds the requisite consents needed to amend the indenture governing the Notes and release all of the collateral securing the Notes.
    If the tender offer expires at the expiration date and time as currently scheduled (11:59 p.m. New York City time on February 28, 2005, unless extended by Hexcel), the total consideration (as that term is defined in the Offer to Purchase and Consent Solicitation Statement) will be $1,112.60 for each $1,000 principal amount of Notes tendered and accepted for payment in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement.
    The total consideration includes a consent payment of $20.00 per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer if consent was provided on or prior to 5:00 p.m., New York City time, on February 11, 2005 (the "Consent Date"). Holders who tender their Notes after 5:00 PM New York City time on February 11, 2005 will not receive the consent payment and their total consideration will be $1,092.60. Holders who properly tender will also be paid accrued and unpaid interest, if any, up to, but not including, the payment date.
    The tender offer consideration (as that term is defined in the offer to purchase) for the Notes was determined by reference to the yield to maturity of the 2.25% U.S. Treasury Note due April 30, 2006, on the tenth business day preceding the expiration date of the tender offer, plus 50 basis points. Hexcel reserves the right to extend the expiration date and the settlement date.
    Hexcel's obligation to accept for purchase any notes validly tendered pursuant to the tender offer and its obligation to make consent payments for consents validly delivered on or prior to the Consent Date are conditioned upon satisfaction or waiver of various conditions. These conditions include, but are not limited to, Hexcel entering into a new senior secured credit facility and borrowing under such facility to purchase all validly tendered notes and make consent payments for all consents validly delivered. The entering into of a new senior secured credit facility, and the terms thereof, are subject to the negotiation and execution of definitive documents and various customary conditions. In the event that the tender offer and the consent solicitation are withdrawn or otherwise not completed, the tender offer consideration and the consent payment will not be paid or become payable to holders of the Notes who have validly tendered their notes and delivered consents.
    The tender offer and consent solicitation will expire at 11:59 p.m. New York City time on February 28, 2005, unless extended. Hexcel currently expects to have a settlement date of March 1, 2005 for the Notes tendered in the tender offer and the consents delivered pursuant to the solicitation. Holders of the Notes have limited withdrawal rights, as described in the offering materials.

    Other Details of the Tender Offer and Consent Solicitation

    The detailed terms and conditions of the tender offer and consent solicitation are contained in the Offer to Purchase and Consent Solicitation Statement dated January 31, 2005 relating to the Notes. This press release is neither an offer to purchase nor a solicitation of an offer to purchase the Notes. The offer is made only by the Offer to Purchase and Consent Solicitation Statement and the information in this press release is qualified in its entirety by reference to the information contained therein.
    Holders of the notes can obtain copies of the Offer to Purchase and Consent Solicitation Statement and related materials from Georgeson Shareholder, the Information Agent, at 877-278-6769 (toll free) or 212-440-9800 (brokers and dealers). Credit Suisse First Boston LLC is acting as Dealer Manager and Solicitation Agent. Questions regarding the solicitation can be addressed to Credit Suisse First Boston at 800-820-1653 (toll free) or 212-325-3175 (collect).
    None of Hexcel, the Dealer Manager and Solicitation Agent or the Information Agent makes any recommendations as to whether or not holders should tender their Notes pursuant to the tender offer and deliver the related consents to the proposed amendments to the Notes and the related indenture and collateral documents, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to consent to the proposed amendments to the notes and the related indenture and collateral documents and to tender notes, and, if so, the principal amount of notes to tender.

    Disclaimer on Forward-Looking Statements

    This press release contains statements that are forward-looking, including statements relating to Hexcel's consummation of the tender offer and consent solicitation and the execution of a new senior secured credit facility. Actual results may differ materially from the results anticipated in the forward-looking statements due to a variety of factors, including but not limited to difficulties, delays, unexpected costs, the inability of Hexcel to consummate the tender offer and consent solicitation and execute the new senior secured credit facility or changes in the amount or timing thereof. Additional risk factors are described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake an obligation to update its forward-looking statements to reflect future events.

    Hexcel Corporation is a leading advanced structural materials company. It develops, manufactures and markets lightweight, high-performance reinforcement products, composite materials and composite structures for use in commercial aerospace, space and defense, electronics, and industrial applications.

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CONTACT: Hexcel Corporation Financial: Stephen C. Forsyth, 203-969-0666 ext. 425 stephen.forsyth@hexcel.com or Media: Michael W. Bacal, 203-969-0666 ext. 426 michael.bacal@hexcel.com

KEYWORD: CONNECTICUT INDUSTRY KEYWORD: GOVERNMENT AEROSPACE/DEFENSE SOURCE: Hexcel Corporation

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