K&F tenders for 9¼%, 9 5/8% notes

New York, Oct. 20 - K&F Industries Inc. said it has begun a cash tender offer and consent solicitation for any and all of its 9¼% senior subordinated notes due 2007 and 9 5/8% senior subordinated notes due 2010.

The offer is being made in connection with the planned acquisition of K&F, a New York-based maker of aircraft wheels and brakes, by AAKF Acquisition Inc., an affiliate of Aurora Capital Group.

For the 9¼% notes, K&F is offering $1,020 per $1,000 principal amount including a $30 per $1,000 consent payment.

For each $1,000 principal amount of the 9 5/8% notes, K&F is offering the present value on the payment date of the sum of $1,048.13, the redemption price on the first call date of Dec. 15, 2006 plus all scheduled interest payments from the payment date to the first call date, discounted using 100 basis points over the bid-side yield to maturity of the 2-5/8% U.S. Treasury note due Nov. 15, 2006 at 2 p.m. ET on Nov. 8, minus accrued interest from the last payment date up to but excluding the payment date. The total includes a $30 per $1,000 consent payment.

K&F is soliciting consents to amend the notes' indentures to eliminate substantially all of the restrictive covenants and certain events of default. To make the changes, the company needs the consent of holders of at least a majority of each series of notes.

The consent solicitation expires at 5 p.m. ET on Nov. 4. Only holders who tender by that deadline will receive the consent payment.

Holders who tender will be required to consent and vice versa.

The tender runs through 5 p.m. ET on Nov. 18.

K&F will also pay accrued interest up to but excluding the payment date.

Lehman Brothers Inc. is the dealer manager (call collect 212 528-7581 or 800 438-3242) and D.F. King & Co. Inc. is the information agent (212 269-5550 or 800 628-8532).

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