Bombardier Inc. (“Bombardier” or the “Company”) today announced the commencement of a tender offer (the “Tender Offer”) to purchase for cash up to $110,000,000 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 of the two series listed in the table below (collectively, the “Notes”); provided that the Company will only accept for purchase (i) its 7.125% Senior Notes due 2026 having an aggregate purchase price of up to $75,000,000 (exclusive of accrued and unpaid interest) (as such aggregate purchase price for such 2026 Notes may be increased or decreased by the Company, the “2026 Tender Cap”) and (ii) its 7.875% Senior Notes due 2027 having an aggregate purchase price of up to $35,000,000 (exclusive of accrued and unpaid interest) (as such aggregate purchase price for such 2027 Notes may be increased or decreased by the Company, the “2027 Tender Cap”). The Tender Offer will be financed 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 November 6, 2023.
The table below summarizes certain payment terms for the Tender Offer:
The Tender Offer will expire at 5:00 p.m. New York City time, on December 6, 2023 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 November 20, 2023 (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Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 20, 2023, unless extended or earlier terminated (the “Withdrawal Deadline”), and not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 in accordance with the "Acceptance Priority Level" (in numerical priority order) as set forth in the table above (the "Acceptance Priority Level"), with Acceptance Priority Level 1 being the higher and Acceptance Priority Level 2 being the lower, and possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) will be determined in accordance with the terms of the Tender Offer; provided that notwithstanding the Acceptance Priority Level for the Notes, the amount of either series of Notes that will be accepted in the Tender Offer is limited by the 2026 Tender Cap and the 2027 Tender Cap; and further 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, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered at or prior to 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 regardless of the Acceptance Priority Level of such Notes (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 of a series of Notes may be accepted for purchase, the aggregate principal amount of such series of Notes accepted for purchase will be prorated based upon the aggregate principal amount of that series of Notes that have been validly tendered and not yet accepted for purchase in the Tender Offer, such that the Aggregate Maximum Purchase Amount, the 2026 Tender Cap (with respect to the 7.125% Senior Notes due 2026) and the 2027 Tender Cap (with respect to the 7.875% Senior Notes due 2027) will not be exceeded.
The Total Consideration includes, in each case, an early tender payment (the “Early Tender Payment”) of $30.00 for each $1,000 principal amount of the Notes, which Early Tender Payment is in addition to, in each case, the applicable Tender Offer Consideration (as defined below).
Subject to purchase in accordance with the Acceptance Priority Level, the Aggregate Maximum Purchase Amount, the 2026 Tender Cap, the 2027 Tender Cap 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 applicable Total Consideration listed in the table above, which includes the Early Tender Payment, on the “Early Settlement Date”, which is expected to be November 24, 2023, 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 applicable “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 December 11, 2023, 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.
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 November 24, 2023, on terms satisfactory to the Company, a part of the proceeds of which New Offering (net of transaction fees and expenses), will be used to finance its purchase of Notes pursuant to the Tender Offer. The Company intends to complete the New Offering prior to November 24, 2023. 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 Deutsche Bank Securities Inc. and RBC Capital Markets, 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 Deutsche Bank Securities Inc. at +1 212-250-7527 (Collect) or +1 855-287-1922 (Toll-Free), or RBC Capital Markets, LLC at +1 212-618-7843 (Collect) or +1 877-381-2099 (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 email@example.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.
Francis Richer de La Flèche