Bombardier Announces Cash Tender Offer for Certain Outstanding Senior Notes

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Bombardier Inc. announced a Tender Offer to purchase up to US$400,000,000 of its outstanding Notes. The offer will be financed by a New Offering of Senior Notes. Holders have the opportunity to receive a Total Consideration that includes an Early Tender Payment.

MONTRÉAL, March 22, 2024 (GLOBE NEWSWIRE) -- Bombardier Inc. (“Bombardier” or the “Company”) today announced the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to US$400,000,000 aggregate purchase price (exclusive of accrued and unpaid interest) (as such aggregate purchase price may be increased or decreased by the Company, the “Aggregate Maximum Purchase Amount”) of its outstanding Notes listed in the table below (the “Notes”). The Tender Offer will be financed, together with cash on hand, by the amounts raised in Bombardier’s offering of new Senior Notes (the “New Offering”) (net of transaction fees and expenses). The Tender Offer is being made pursuant to an Offer to Purchase dated March 22, 2024 (the “Offer to Purchase”).

The table below summarizes certain payment terms for the Tender Offer:

Title of Note

CUSIP / ISIN (144A)

CUSIP / ISIN (Reg S)

Principal Amount Outstanding

Tender Offer Consideration (1)(2)

Early Tender Payment (1)

Total Consideration (1)(2)(3)

7.125% Senior Notes due 2026

097751 BV2 / US097751BV25

C10602 BJ5 / USC10602BJ59

US $1,000,996,000

US$987.50

US $30.00

US$1,017.50

___________

1. Per US$1,000 principal amount of Notes accepted for purchase.
2. Excludes accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
3. Includes the applicable Early Tender Payment.

The Tender Offer will expire at 5:00 p.m. New York City time, on April 19, 2024 unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Registered holders (each, a "Holder" and collectively, the "Holders") of the Notes must validly tender their Notes at or before 5:00 p.m., New York City time, on April 4, 2024 (such date and time, including as extended or earlier terminated, the "Early Tender Date") in order to be eligible to receive the Early Tender Payment in addition to the Tender Offer Consideration (as defined below).

Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 4, 2024, unless extended or earlier terminated (the “Withdrawal Deadline”), and not thereafter, except in certain limited circumstances where withdrawal rights are required by applicable law.

The Notes will be purchased subject to possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) as will be determined in accordance with the terms of the Tender Offer; provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date.

Accordingly, if the aggregate total purchase price payable for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase equals or exceeds the Aggregate Maximum Purchase Amount, then Holders who validly tender Notes after the Early Tender Date will not have any such Notes accepted for payment (unless the terms of the Tender Offer are amended by the Company in its sole and absolute discretion).

If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of the tendered Notes may be accepted for purchase, the aggregate principal amount of Notes accepted for purchase will be prorated based upon the aggregate principal amount of Notes that have been validly tendered and not yet accepted for purchase in the Tender Offer, such that the Aggregate Maximum Purchase Amount will not be exceeded.

The Total Consideration includes, in each case, an early tender payment (the “Early Tender Payment”) of US$30.00 for each US$1,000 principal amount of the Notes, which Early Tender Payment is in addition to the Tender Offer Consideration (as defined below).

Subject to purchase in accordance the Aggregate Maximum Purchase Amount and possible proration, Holders validly tendering Notes (that have not been validly withdrawn) at or prior to the Early Tender Date will be eligible to receive the Total Consideration listed in the table above, which includes the Early Tender Payment, on the “Early Settlement Date”, which is expected to be April 9, 2024, but that may change without notice. Holders validly tendering Notes after the Early Tender Date but at or prior to the Expiration Date will only be eligible to receive the “Tender Offer Consideration” listed in the table on the “Final Settlement Date”. The Final Settlement Date is expected to be the third business day after the Expiration Date, which means that the Final Settlement Date is expected to be April 24, 2024, but that may change without notice. In addition to the Total Consideration or Tender Offer Consideration, Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

As explained in the Offer to Purchase, the Company reserves the right, in its sole and absolute discretion, to, among other things, increase or decrease the Aggregate Maximum Purchase Amount at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for the Tender Offer, subject to compliance with applicable law, which could result in the Company’s purchasing a greater or lesser amount of Notes in the Tender Offer.

The obligation of the Company to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Company, including the Company’s completion of the New Offering prior to April 9, 2024, on terms satisfactory to the Company, the proceeds of which New Offering (net of transaction fees and expenses), together with cash on hand, will be used to fund a partial redemption of the Company’s outstanding 7.875% Senior Notes due 2027 (the “2027 Notes”), of which there is US$1,733 million aggregate principal amount outstanding on the date hereof, and to finance the Company’s purchase of Notes pursuant to the Tender Offer. The Company intends to complete the New Offering prior to April 9, 2024. Its obligation to accept for purchase any Notes pursuant to the Tender Offer is expressly conditioned on the completion of the New Offering on terms satisfactory to the Company. For avoidance of doubt, references in the Offer to Purchase to “completion” of the New Offering mean completion of the closing under such New Offering at which closing the Company receives the anticipated proceeds from the New Offering. No assurance can be given that the New Offering will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by the Company), no payments will be made to tendering Holders on the Early Settlement Date or Final Settlement Date, as applicable. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.

None of Bombardier, the trustees for the Notes, the agents under the respective indentures for the Notes, the dealer managers, the information and tender agent, any of their respective subsidiaries or affiliates or any of its or their respective directors, officers, employees or representatives makes any recommendation to Holders as to whether or not to tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to tender Notes, and if tendering, the amount of Notes to tender.

All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.

Bombardier has retained RBC Capital Markets, LLC and TD Securities (USA) LLC to serve as dealer managers for the Tender Offer. Bombardier has retained Global Bondholder Services Corporation to act as the information and tender agent in respect of the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact RBC Capital Markets, LLC at +1 212-618-7843 (Collect) or +1 877-381-2099 (Toll-Free), or TD Securities (USA) LLC at +1 212-827-2842 (Collect) or +1 866-584-2096 (Toll-Free). Copies of the Offer to Purchase may be obtained at https://www.gbsc-usa.com/bombardier/ or by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at contact@gbsc-usa.com.

This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the Notes or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.

This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward‑looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. For additional information regarding these risks and uncertainties, and the assumptions underlying the forward‑looking statements, please refer to the Offer to Purchase.

For information

Francis Richer de La Flèche Vice President, Financial Planning and Investor Relations Bombardier +1 514 240 9649

Mark Masluch Senior Director, Communications Bombardier +1 514 855 7167

FAQ

What is Bombardier Inc.'s current Tender Offer about?

Bombardier Inc. announced a Tender Offer to purchase up to US$400,000,000 of its outstanding Notes.

How will the Tender Offer be financed?

The Tender Offer will be financed by a New Offering of Senior Notes.

What is the Early Tender Payment included in the Total Consideration?

The Early Tender Payment is US$30.00 for each US$1,000 principal amount of the Notes.

When does the Tender Offer expire?

The Tender Offer expires at 5:00 p.m. New York City time on April 19, 2024, unless extended or earlier terminated.

What is the Early Settlement Date for the Tender Offer?

The Early Settlement Date is expected to be April 9, 2024, but may change without notice.