Bombardier Inc. announced today that it has successfully closed its issuance of US$2.25 billion aggregate principal amount of new Senior Notes. The issuance is comprised of US$750 million aggregate principal amount of Bombardier’s Senior Notes due September 15, 2018 which carry a coupon of 5.500% per annum and were sold at par (the “2018 Notes”), and US$1.5 billion aggregate principal amount of Bombardier’s Senior Notes due March 15, 2025 which carry a coupon of 7.500% per annum and were sold at par (the “2025 Notes,” and together with the 2018 Notes, the “Notes”).
Bombardier has deposited into escrow with Computershare Trust Company, N.A., acting as escrow agent, cash (including the net proceeds of the offering of the Notes) in an amount equal to the aggregate principal amount of the Notes plus interest that is expected to accrue on the aggregate principal amount of the Notes (as calculated in accordance with the terms of the indentures governing the Notes) from the date hereof to, but not including, the third business day following April 30, 2015 (the “Escrowed Funds”). Subject to the release to Bombardier of the net proceeds from Bombardier’s previously announced issuance and sale of subscription receipts (the “Escrow Release Condition”), which closed on February 27, 2015, the Escrowed Funds will be released to Bombardier. In the event that the Escrow Release Condition is not satisfied by 5:00 p.m. (Montreal time) on April 30, 2015, the Notes will be subject to a special mandatory redemption.
Bombardier intends to use the proceeds of this offering to finance the redemption of all of Bombardier’s outstanding 4.25% Senior Notes due January 2016 (the “2016 Notes”) pursuant to an optional redemption promptly after the Escrowed Funds are released to Bombardier, to pay fees and expenses related to this offering and related transactions, and, as to the remainder, for general corporate purposes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.
The securities mentioned herein may be offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, any state securities laws or the laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The securities mentioned herein have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws. The securities will be offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.
Any redemption of the 2016 Notes will be made pursuant to a notice of redemption under the indenture governing the 2016 Notes.
+514 861 9481
Senior Director, Investor Relations
+514 861 9481