Montreal. 22 November 2022 . Bombardier Inc. (“Bombardier” or the “Corporation”) announced certain matters with respect to its cash tender offer previously announced on November 4, 2022 (the “Tender Offer”) to purchase for cash (i) up to $100,000,000 aggregate purchase price (exclusive of Accrued Interest, and as such aggregate purchase price may be increased or decreased by the Corporation, including the decrease described herein, the “2024 Tender Cap”) of its outstanding 7.500% Senior Notes due 2024 (the “2024 Notes”), and (ii) up to $100,000,000 aggregate purchase price (exclusive of Accrued Interest, and as such aggregate purchase price may be increased or decreased by the Corporation, including the increase described herein, the “2025 Tender Cap”) of its outstanding 7.50% Senior Notes due 2025 (the “2025 Notes”, and together with the 2024 Notes, the “Notes”), subject to possible proration and other terms and conditions set forth in the Offer to Purchase (as defined below), and subject to any amendment with respect to the 2024 Tender Cap and the 2025 Tender Cap as announced hereby. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase dated November 4, 2022 (the “Offer to Purchase”) with respect to the Tender Offer.
The Tender Offer and the Offer to Purchase are hereby amended as follows:
The 2024 Tender Cap is amended to decrease it to US$81,840,462.50 so that Bombardier may purchase on the Early Settlement Date up to US$81,840,462.50 in aggregate purchase price (exclusive of Accrued Interest) of the 2024 Notes.
The 2025 Tender Cap is amended to increase it to US$118,159,537.50 so that Bombardier may purchase on the Early Settlement Date up to US$118,159,537.50 in aggregate purchase price (exclusive of Accrued Interest) of the 2025 Notes.
As of the Early Tender Date for the Tender Offer, US$80,930,000 aggregate principal amount of the 2024 Notes (16.96%) were validly tendered and not validly withdrawn, and US$344,112,000 aggregate principal amount of the 2025 Notes (27.37%) were validly tendered and not validly withdrawn.
As a result of the amendments set forth herein (i) all 2024 Notes that were validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by Bombardier on the Early Settlement Date, and (ii) US$118,753,000 aggregate principal amount of the 2025 Notes that were validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase by Bombardier on the Early Settlement Date. 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, as amended hereby, including proration with respect to the 2025 Notes. Bombardier expects such Early Settlement Date to be November 22, 2022.
On the Early Settlement Date, the aggregate total purchase price payable under the Offer to Purchase (as amended hereby) for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will have reached the 2024 Tender Cap (as amended hereby) with respect to the 2024 Notes, and the 2025 Tender Cap (as amended hereby) with respect to the 2025 Notes. As a result of the amount of 2024 Notes and 2025 Notes accepted for purchase on the Early Settlement Date, no Notes tendered after the Early Tender Date will under the terms of the Offer to Purchase (as amended hereby) be accepted for payment unless, in the Corporation’s sole and absolute discretion, the terms of the Tender Offer are further amended or waived by the Corporation to permit further purchases of the 2024 Notes or 2025 Notes. There can be no assurance that the Corporation will further amend or waive any terms of the Tender Offer to accept any Notes tendered after the Early Tender Date or amend the Tender Offer in any other respect.
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, subject to the Corporation’s right to further waive, amend or terminate any provisions of the Tender Offer, in the Corporation’s sole and absolute discretion.
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 RBC Capital Markets, LLC and Morgan Stanley & Co. LLC 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 RBC Capital Markets, LLC and Morgan Stanley & Co. LLC 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 contact@gbsc-usa.com.
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.
