Bombardier (TSX: BBD.B) (the “Corporation”) today announced that it has received the requisite consent from holders of its outstanding 7.45% Senior Notes due 2034 (the “2034 Notes”) and holders of its 7.35% Debentures due 2026 (the “Canadian Notes”) as they relate to the Corporation’s previously announced Consent Solicitation Statement dated May 3, 2021 as supplemented by the supplement to the Consent Solicitation Statement dated May 18, 2021 (as from time to time amended or supplemented, the “Consent Solicitation Statement”) with respect to its outstanding senior notes and debentures (such solicitation with respect to any individual series, a “Consent Solicitation” and collectively, the “Consent Solicitations”).
The expiration date in the Consent Solicitations was 5:00 p.m., New York City time, on May 21, 2021 (the “Expiration Date”), which has now passed. As a result, holders of the Corporation’s 2034 Notes and the Canadian Notes who did not consent on or before the Expiration Date no longer have the opportunity to participate in the Consent Solicitations.
AS PREVIOUSLY ANNOUNCED, ALL CONSENTS GIVEN PRIOR TO MAY 18, 2021 IN THE CONSENT SOLICITATION WITH RESPECT TO THE 2034 NOTES WERE NO LONGER EFFECTIVE, AND ANY HOLDER OF 2034 NOTES WHO WISHED TO PROVIDE ITS, HIS OR HER CONSENT IN THE CONSENT SOLICITATION WITH RESPECT TO THE 2034 NOTES MUST HAVE VALIDLY GIVEN ITS, HIS OR HER CONSENT ON OR AFTER MAY 18, 2021 AND ON OR PRIOR TO THE EXPIRATION DATE.
For the avoidance of doubt, any holder of 2034 Notes who had previously consented to the Consent Solicitation with respect to the 2034 Notes prior to May 18, 2021, must have validly delivered its, his or her consent again in order to receive the Consent Payment (as defined in the Consent Solicitation Statement).
With the receipt of the requisite consents from holders of the 2034 Notes and Canadian Notes, the corresponding Supplemental Indentures have been entered into and are effective and operative.
All holders of the 2034 Notes and the Canadian Notes whose consents were properly given and were not validly revoked on or prior to the Expiration Date will be entitled to receive the applicable Consent Payment, subject to the terms and conditions set forth in the Consent Solicitation Statement. The Corporation intends to make the consent payment with respect to the 2034 Notes and the Canadian Notes on Tuesday, May 25, 2021.
Except as set forth in any amendment or the May 18, 2021 supplement to the Consent Solicitation Statement, 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. This press release does not amend any of the terms or conditions of the Consent Solicitation Statement. 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 Consent Solicitation Statement.
For additional information regarding the terms of the Consent Solicitations, or to obtain additional copies of the 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 acted 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 Consent Solicitation Statement and the information in this notice is qualified by reference to the 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.
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. News and information is available at bombardier.com or follow us on Twitter @Bombardier.
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 Consent Solicitation Statement.
Francis Richer de La Flèche
Vice President, Financial Planning
and Investor Relations
+514 855 5001 x13228
Senior Director, Communications
+514 855 7167