18:39:24 EDT Thu 02 May 2024
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or Name
USA
CA



Bombardier Inc (2)
Symbol BBD
Shares Issued 87,301,073
Close 2024-03-22 C$ 59.65
Market Cap C$ 5,207,509,004
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Bombardier begins cash tender offer for 7.125% notes

2024-03-22 09:47 ET - News Release

Mr. Francis Richer de La Fleche reports

BOMBARDIER ANNOUNCES CASH TENDER OFFER FOR CERTAIN OUTSTANDING SENIOR NOTES

Bombardier Inc. has commenced a tender offer to purchase for cash up to $400-million (U.S.) aggregate purchase price (exclusive of accrued and unpaid interest) (as such aggregate purchase price may be increased or decreased by the company) of its outstanding notes listed in the attached table. The tender offer will be financed, together with cash on hand, by the amounts raised in Bombardier's offering of new senior notes (net of transaction fees and expenses). The tender offer is being made pursuant to an offer to purchase dated March 22, 2024.

The attached table summarizes certain payment terms for the tender offer.

The tender offer will expire at 5 p.m. New York time on April 19, 2024, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the expiration date). Registered holders of the notes must validly tender his or her notes at or before 5 p.m. New York time on April 4, 2024 (such date and time, including as extended or earlier terminated, the early tender date), in order to be eligible to receive the early tender payment in addition to the tender offer consideration (as defined herein).

Tenders of the notes may be withdrawn at any time at or prior to 5 p.m. New York time on April 4, 2024, unless extended or earlier terminated (the withdrawal deadline), and not thereafter, except in certain limited circumstances where withdrawal rights are required by applicable law.

The notes will be purchased subject to possible proration of the notes on the early settlement date (as defined herein) or the final settlement date (as defined herein) as will be determined in accordance with the terms of the tender offer, provided that notes validly tendered and not validly withdrawn at or prior to the early tender date will be accepted for purchase in priority to notes tendered after the early tender date.

Accordingly, if the aggregate total purchase price payable for the notes validly tendered and not validly withdrawn at or prior to the early tender date and accepted for purchase equals or exceeds the aggregate maximum purchase amount, then holders who validly tender notes after the early tender date will not have any such notes accepted for payment (unless the terms of the tender offer are amended by the company in its sole and absolute discretion).

If, on the early settlement date or final settlement date, as applicable, only a portion of the tendered notes may be accepted for purchase, the aggregate principal amount of notes accepted for purchase will be prorated based upon the aggregate principal amount of notes that have been validly tendered and not yet accepted for purchase in the tender offer, such that the aggregate maximum purchase amount will not be exceeded.

The total consideration includes, in each case, an early tender payment of $30 (U.S.) for each $1,000 (U.S.) principal amount of the notes, which early tender payment is in addition to the tender offer consideration (as defined herein).

Subject to purchase in accordance the aggregate maximum purchase amount and possible proration, holders validly tendering notes (that have not been validly withdrawn) at or prior to the early tender date will be eligible to receive the total consideration listed in the attached table, which includes the early tender payment, on the early settlement date, which is expected to be April 9, 2024, but that may change without notice. Holders validly tendering notes after the early tender date but at or prior to the expiration date will only be eligible to receive the tender offer consideration listed in the attached table on the final settlement date. The final settlement date is expected to be the third business day after the expiration date, which means that the final settlement date is expected to be April 24, 2024, but that may change without notice. In addition to the total consideration or tender offer consideration, holders whose notes are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

As explained in the offer to purchase, the company reserves the right, in its sole and absolute discretion, to, among other things, increase or decrease the aggregate maximum purchase amount at any time without extending the early tender date or the withdrawal deadline or otherwise reinstating withdrawal rights for the tender offer, subject to compliance with applicable law, which could result in the company's purchasing a greater or lesser amount of notes in the tender offer.

The obligation of the company 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 company, including the company's completion of the new offering prior to April 9, 2024, on terms satisfactory to the company, the proceeds of which new offering (net of transaction fees and expenses), together with cash on hand, will be used to finance a partial redemption of the company's outstanding 7.875 per cent senior notes due 2027, of which there is $1,733-million (U.S.) aggregate principal amount outstanding on the date hereof, and to finance the company's purchase of notes pursuant to the tender offer. The company intends to complete the new offering prior to April 9, 2024. Its obligation to accept for purchase any notes pursuant to the tender offer is expressly conditioned on the completion of the new offering on terms satisfactory to the company. For avoidance of doubt, references in the offer to purchase to completion of the new offering mean completion of the closing under such new offering at which closing the company receives the anticipated proceeds from the new offering. No assurance can be given that the new offering will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by the company), no payments will be made to tendering holders on the early settlement date or final settlement date, as applicable. The tender offer is not conditioned on any minimum amount of notes being tendered.

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 it 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 herein.

Bombardier has retained RBC Capital Markets LLC and TD Securities (USA) LLC to serve as dealer managers for the tender offer. Bombardier has retained Global Bondholder Services Corp. 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 at 1-212-618-7843 (collect) or 1-877-381-2099 (toll-free) or TD Securities (USA) at 1-212-827-2842 (collect) or 1-866-584-2096 (toll-free). Copies of the offer to purchase may be obtained on Global Bondholder Services' website or by contacting Global Bondholder Services at 855-654 2014 or by e-mail at contact@gbsc-usa.com.

We seek Safe Harbor.

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