Bombardier Inc. (“Bombardier” or the “Corporation”) today announced certain matters with respect to its cash tender offer previously announced on June 13, 2022 (the “Tender Offer”) to purchase for cash up to US$350,000,000 aggregate purchase price (exclusive of Accrued Interest) (as such aggregate purchase price may be increased or decreased by the Corporation, the “Aggregate Maximum Purchase Amount”) of three series of its outstanding senior notes (collectively, the “Notes”) due 2027, 2024 and 2025 as identified in the Offer to Purchase (as defined below), subject to the Acceptance Priority Levels and the 2027 Tender Cap (as such 2027 Tender Cap may be increased or decreased by the Corporation), as applicable, and possible proration, as set forth in the Offer to Purchase containing the terms and conditions of the Tender Offer. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase dated June 13, 2022 (the “Offer to Purchase”) with respect to the Tender Offer.
As of the Early Tender Date for the Tender Offer, US$77,656,000 aggregate principal amount of the 7.875% Senior Notes due 2027 (3.88%) were validly tendered and not validly withdrawn, US$290,041,000 aggregate principal amount of the 7.500% Senior Notes due 2024 (36.26%) were validly tendered and not validly withdrawn and US$481,121,000 aggregate principal amount of the 7.50% Senior Notes due 2025 (37.01%) were validly tendered and not validly withdrawn.
The aggregate purchase price being paid for all Notes being purchased in the Tender Offer is subject to the application of the Aggregate Maximum Purchase Amount and proration as described in the Offer to Purchase. Because the aggregate purchase price of the Notes validly tendered and not validly withdrawn prior to the Early Tender Date exceeds the Aggregate Maximum Purchase Amount, Bombardier expects to accept for purchase on the Early Settlement Date (i) all US$77,656,000 of aggregate principal amount of 7.875% Senior Notes due 2027 validly tendered and not validly withdrawn, (ii) all US$290,041,000 of aggregate principal amount of 7.500% Senior Notes due 2024 and (iii) US$5,434,000 aggregate principal amount of 7.50% Senior Notes due 2025. The 7.50% Senior Notes due 2025 are subject to proration using the proration factor of 0.01169590. All such purchases are subject to the satisfaction of the conditions in the Tender Offer. All such Notes that have been accepted will be settled on the Early Settlement Date in accordance with the terms of the Tender Offer as set forth in the Offer to Purchase. Bombardier expects such Early Settlement Date to be June 29, 2022.
As a result of the oversubscription of the Tender Offer, no additional Notes tendered will be accepted under the terms of the Tender Offer. Bombardier expects to return any 7.50% Senior Notes due 2025 tendered but not accepted for purchase promptly after the Early Tender Date.
“As of the Early Settlement Date, Bombardier will have repaid over $750 million of debt, resulting in almost $60 million of incremental interest savings on a per annum basis since the start of 2022. This puts our progress to date ahead of where we thought we would be after 18 months as a standalone business jet company,” said Bart Demosky, Executive Vice President and Chief Financial Officer at Bombardier, in a statement.
Except as expressly set forth herein, the terms and conditions with respect to the Tender Offer are as set forth in the Offer to Purchase.
The obligation of the Corporation 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 Corporation.
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 in the Offer to Purchase.
Bombardier has retained Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. 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. and Citigroup Global Markets Inc. at their respective telephone numbers set forth on the back cover page of the Offer to Purchase. Copies of the Offer to Purchase may be obtained at www.gbsc-usa.com/bombardier or by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at firstname.lastname@example.org.
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 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. None of the Corporation, the dealer managers or the information and tender agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offer.
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