Bombardier Inc. (“Bombardier”) today announced the commencement of a cash tender offer (the “Tender Offer”) to purchase any and all of Bombardier’s 4.75% Senior Notes due 2019 (CUSIP No. 097751BH3 / US097751BH31 (144A) / ISIN No. C10602AX5 / USC10602AX52 (Reg. S)) (the “2019 Notes”). The Tender Offer is being made pursuant to an Offer to Purchase dated November 20, 2017 and the related Notice of Guaranteed Delivery.
Upon the terms and subject to the conditions described in the Offer to Purchase and the Notice of Guaranteed Delivery, Bombardier is offering to purchase for cash any and all of its 2019 Notes. Tenders of the 2019 Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 28, 2017, unless extended or earlier terminated (such date and time, as it may be extended or earlier terminated, the “Withdrawal Deadline”), but may not be withdrawn thereafter. The Tender Offer for any and all of the 2019 Notes will expire at 5:00 p.m., New York City time, on November 28, 2017 unless extended or earlier terminated (such date and time, as it may be extended or earlier terminated, the “Expiration Date”).
The Tender Offer is being undertaken to take advantage of current favourable conditions in the debt capital markets and to extend Bombardier’s debt maturity profile by refinancing Bombardier’s long-term debt due in 2019 with longer maturity financing.
The consideration for each US$1,000 principal amount of 2019 Notes validly tendered, not validly withdrawn and accepted for purchase will be as set forth in the table below under “Tender Offer Consideration.” In addition, all holders of 2019 Notes accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such purchased 2019 Notes from the last interest payment date up to, but not including, the payment date (except as provided in the Offer to Purchase with respect to 2019 Notes delivered pursuant to the guaranteed delivery provisions set forth in the Offer to Purchase).
|Title of Note||CUSIP No. / ISIN (144A)||CUSIP No. / ISIN
|Principal Amount Outstanding||Tender Offer Consideration (1)|
|4.75% Senior Notes due 2019||097751BH3 / US097751BH31||C10602AX5 / USC10602AX52||US$600,000,000||US$1,034.92|
- Per US$1,000 principal amount of 2019 Notes accepted for purchase.
The Tender Offer is not conditioned on any minimum amount of the 2019 Notes being tendered. However, Bombardier’s obligation to accept for purchase and to pay for the 2019 Notes validly tendered pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including Bombardier’s completion, at or prior to the Expiration Date, of a financing transaction, on terms satisfactory to Bombardier, pursuant to which Bombardier receives aggregate gross proceeds of no less than US$900,000,000, exclusive of fees, expenses and discounts. Following consummation of the Tender Offer, the 2019 Notes that are purchased pursuant to the Tender Offer will be retired and cancelled and no longer remain outstanding obligations. Bombardier reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.
Bombardier anticipates that it will accept for purchase and pay for 2019 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer at or prior to the Expiration Date, one business day following the Expiration Date, which first business day is expected to occur on or about November 29, 2017, or (ii) to the extent that such 2019 Notes are not delivered at or prior to the Expiration Date but are delivered pursuant to the guaranteed delivery provisions set forth in the Offer to Purchase, three business days following the Expiration Date, which third business day is expected to occur on or about December 1, 2017.
None of Bombardier, its subsidiaries or its affiliates, its or their respective boards of directors, officers or employees, the dealer managers, tender agent and information agent or the trustees for the 2019 Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their 2019 Notes, and no one has been authorized by Bombardier or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2019 Notes, and, if so, the principal amount of 2019 Notes to tender.
All of the 2019 Notes are held in book-entry form through the facilities of The Depository Trust Company (“DTC”). If you hold 2019 Notes through a broker, dealer, bank, trust company or other intermediary or nominee (an “Intermediary”), you must contact such Intermediary if you wish to tender 2019 Notes pursuant to the Tender Offer. You should check with such Intermediary to determine whether it will charge you a fee for tendering 2019 Notes on your behalf. You should also confirm with such Intermediary any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee will be earlier than the deadlines set forth herein.
Bombardier has retained J.P. Morgan Securities LLC and Credit Agricole Securities (USA) Inc. to serve as dealer managers, directly and through their respective affiliates, for the Tender Offer. Bombardier has retained D.F. King & Co., Inc. to act as the tender agent and information agent in respect of the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact J.P. Morgan Securities LLC at 212-834-3260 or toll free at 866-834-4666 or Credit Agricole Securities (USA) Inc. at -212-261-7802 or toll free at 866-807-6030. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be obtained online at www.dfking.com/bbd or by contacting D. F. King & Co., Inc. at 888-541-9895, 212-269-5550 or email@example.com.
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. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to a U.S. person absent registration under, or an applicable exemption from the registration requirements of, the United States Securities Act of 1933, as amended. The securities mentioned herein have not been and will not be qualified for sale 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.
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.
Bombardier is the world’s leading manufacturer of both planes and trains. Looking far ahead while delivering today, Bombardier is evolving mobility worldwide by answering the call for more efficient, sustainable and enjoyable transportation everywhere. Our vehicles, services and, most of all, our employees are what make us a global leader in transportation.
Bombardier is headquartered in Montréal, Canada and our shares are traded on the Toronto Stock Exchange (BBD). In the fiscal year ended December 31, 2016, we posted revenues of $16.3 billion. News and information are available at bombardier.com or follow us on Twitter @Bombardier.
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