Bombardier Inc. (“Bombardier” or the “Corporation”) today announced that it has successfully priced its previously announced offering of US$1,000,000,000 aggregate principal amount, which has been upsized to US$1,200,000,000 aggregate principal amount, of new Senior Notes due 2026. The new Senior Notes will carry a coupon of 7.125% per annum and will be sold at 100.000% of par (the “New Notes”). The issuance is expected to close on or about June 8, 2021, subject to customary closing conditions.
The net proceeds of the offering are expected to be used to finance Bombardier’s tender offer (the “Tender Offer”), for up to $1,000,000,000 in aggregate purchase price, of its outstanding (i) 5.750% Senior Notes due 2022 (the “5.750% 2022 Notes”), of which there is US$181,203,000 principal amount outstanding on the date hereof, (ii) 6.000% Senior Notes due 2022 (the “6.000% 2022 Notes”), of which there is US$1,200,000,000 principal amount outstanding on the date hereof, and (iii) 6.125% Senior Notes due 2023, of which there is US$1,023,858,000 principal amount outstanding on the date hereof (the “2023 Notes” and together with the 5.750% 2022 Notes and the 6.000% 2022 Notes, the “Subject Notes”) and to pay related fees and expenses. Bombardier intends to use the remaining net proceeds from the offering of New Notes for general corporate purposes, including the repayment and/or retirement of other outstanding debt.
Consummation of the offering of the New Notes and of the Tender Offer for the Subject Notes is subject to market and other conditions, and there can be no assurance that Bombardier will be able to successfully complete these transactions on the terms described above, or at all.
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 New Notes and the Subject Notes 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 New Notes mentioned herein may be offered and sold in the United States only to persons reasonably believed to be 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 New Notes 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 requirements of such securities laws. The New Notes will be offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.
The Tender Offer mentioned herein will be conducted in accordance with the separate Offer to Purchase relating thereto.
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.
Francis Richer de La Flèche
Vice President, Financial Planning and Investor Relations
+514 855 5001 x13228
Senior Director, Communications
+514 855 7167