Bombardier (TSX: BBD.B) (the “Corporation”) today announced that it has completed the issuance and sale to an institutional accredited investor (the “Investor”) of US$260,000,000 aggregate principal amount of Bombardier’s 7.45% Senior Notes due 2034 (the “Additional Notes”) at a purchase price of par. The Additional Notes are additional notes of the same series, and are on the same terms and conditions, as the 7.45% Senior Notes due 2034 (the “2034 Notes”) currently outstanding under the indenture, originally dated as of April 21, 2004, governing the 2034 Notes (the “2034 Indenture”). Following this private placement, the aggregate principal amount outstanding under the 2034 Notes is US$510,000,000. The Corporation intends to use the net proceeds from this private placement for the repayment of a portion of the Corporation’s outstanding indebtedness.
The Corporation also today announced that it has amended and supplemented the terms of the consent solicitations in respect of its 2034 Notes and its 7.35% Debentures due 2026 (“Canadian Notes”), as set forth in the Corporation’s Notice of Extension and Amendment dated May 18, 2021 (“Notice of Amendment”) to the Consent Solicitation Statement dated May 3, 2021 (as amended by the press releases dated May 12, 2021 and May 14, 2021, the “Consent Solicitation Statement” and, together with the Notice of Amendment, the “Supplemental Consent Solicitation Statement”).
In respect of the 2034 Notes, the Consent Solicitation (as defined in the Supplemental Consent Solicitation Statement) has been amended and supplemented in order to (i) remove the record date for participation in the 2034 Notes Consent Solicitation and (ii) extend the expiration date of the 2034 Notes Consent Solicitation to 5:00 p.m., New York City time, on May 21, 2021 (the “Extended Expiration Date”).
The Company has obtained the Investor’s consent in respect of the proposed amendments to the 2034 Indenture described in the Consent Solicitation Statement. The Investor, which is the beneficial owner of a majority of the principal amount of the 2034 Notes, has further agreed to give its affirmative consent in the 2034 Notes Consent Solicitation.
ALL CONSENTS PREVIOUSLY GIVEN IN THE CONSENT SOLICITATION WITH RESPECT TO THE 2034 NOTES ARE NO LONGER EFFECTIVE, AND ANY HOLDER OF 2034 NOTES WHO WISHES TO PROVIDE ITS CONSENT IN THIS CONSENT SOLICITATION MUST VALIDLY GIVE THEIR CONSENT ON OR AFTER MAY 18, 2021 AND ON OR PRIOR TO THE EXTENDED EXPIRATION DATE. For the avoidance of doubt, any holder of 2034 Notes who has previously consented to the Consent Solicitation with respect to the 2034 Notes must validly deliver their consent again in order to receive the Consent Payment (as defined in the Supplemental Consent Solicitation Statement). Consents may not be revoked once given, including during any extension of the Consent Solicitation period, except as provided in the Supplemental Consent Solicitation Statement.
Consent Solicitation in respect of the Canadian Notes has been extended such that the expiration date of the Consent Solicitation is the Extended Expiration Date (being 5:00 p.m., New York City time, on May 21, 2021).
All holders of the 2034 Notes or Canadian Notes whose consents are properly made and not revoked on or prior to the Extended Expiration Date will be entitled to receive the Consent Payment, subject to the terms and conditions set forth in the Supplemental Consent Solicitation Statement.
Except as set forth in the Supplemental Consent Solicitation Statement with respect to the removal of the record date in respect of the Consent Solicitation for the 2034 Notes and the extension of the expiration dates of the Consent Solicitations for the 2034 Notes and the Canadian Notes, the terms and conditions of the Consent Solicitations remain the same as set forth and described in the original Consent Solicitation Statement dated May 3, 2021 (as amended and extended). The Corporation reserves the absolute right, subject to applicable laws, to further amend, waive or modify the terms of the Consent Solicitations in any manner. For a complete statement of the terms and conditions of the Consent Solicitations, holders are encouraged to read the Supplemental Consent Solicitation Statement.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitations, before the deadlines specified herein and in the Supplemental Consent Solicitation Statement. The deadlines set by each clearing system for the submission and withdrawal of instructions will also be earlier than the relevant deadlines specified herein and in the Supplemental Consent Solicitation Statement. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for delivering your consent on your behalf.
For additional information regarding the terms of the Consent Solicitations, or to obtain additional copies of the Supplemental Consent Solicitation Statement, please contact Global Bondholder Services Corporation at (866) 807 2200 or by email at firstname.lastname@example.org, or, in respect of the Canadian Notes, Kingsdale Partners LP at 1-888-518-6824 or by email at email@example.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
Citigroup Global Markets Inc. and UBS Securities LLC are acting as the Solicitation Agents for the Consent Solicitations. Questions concerning the terms of the Consent Solicitations should be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) or UBS Securities LLC at (203) 719-4210 (collect) or (888) 719-4210 (toll-free).
None of the Corporation, the trustees for the notes, the agents under the respective indentures for the notes, the information agents, 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 deliver their consent pursuant to any of the Consent Solicitations, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to provide their consent.
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, 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 Consent Solicitations are made only by and pursuant to the terms and conditions of the Supplemental Consent Solicitation Statement and the information in this notice is qualified by reference to the Supplemental Consent Solicitation Statement.
This press release does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any security and shall not constitute an offer, solicitation, sale or purchase of any securities in any jurisdiction in which such offering, solicitation, sale or purchase would be unlawful.
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 in a transaction exempt from or not subject to 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 must be made on a basis which is exempt from the prospectus requirements of such securities laws.
Holders are requested to read and consider carefully the information contained in the Supplemental Consent Solicitation Statement and to deliver their consent in accordance with the instructions set forth in the Supplemental Consent Solicitation Statement.
Bombardier is a global leader in aviation, creating innovative and game-changing planes. Our products and services provide world-class experiences that set new standards in passenger comfort, energy efficiency, reliability and safety.
Headquartered in Montréal, Canada, Bombardier is present in more than 12 countries including its production/engineering sites and its customer support network. The Corporation supports a worldwide fleet of more than 4,900 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments and private individuals.
Bombardier is a trademark of Bombardier Inc. or its subsidiaries.
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 Consent Solicitations to be made by a licensed broker or dealer, the Consent Solicitations will be deemed to be made by 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, including statements with respect to the Corporation’s ability to complete the Consent Solicitations, are based on estimates, projections, beliefs and assumptions that Bombardier believes are reasonable but are not guarantees of future events and results.
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 Supplemental Consent Solicitation Statement.
Francis Richer de La Flèche