Bombardier Inc. (“Bombardier”) today announced that it has successfully closed its previously announced offering of US$2,000,000,000 aggregate principal amount of new Senior Notes due April 15, 2027, which carry a coupon of 7.875% per annum and were sold at 99.2460% of par (the “Notes”).
Bombardier intends to use the net proceeds of this offering of Notes to finance its previously announced tender offers (collectively, the “Tender Offers”) for (i) all of its outstanding 7 ¾% Senior Notes due 2020 (“2020 Notes”) and (ii) up to US$975 million aggregate purchase price of its outstanding 6⅛% Senior Notes due 2021 (the “6⅛ Notes”) and 8.750% Senior Notes due 2021 (the “8.750 Notes”, together with the 6⅛ Notes, the “2021 Notes”) and to pay related fees and expenses. To the extent that less than US$850 million aggregate principal amount of the 2020 Notes is tendered in the tender offer for the 2020 Notes, Bombardier intends to redeem all of its remaining outstanding 2020 Notes through a notice of redemption to be delivered promptly, using a portion of the net proceeds of this offering of Notes. Following such Tender Offers and redemption, and if less than US$975 million aggregate purchase price is tendered in the tender offer for the 2021 Notes, Bombardier intends to use the remaining net proceeds from this offering of Notes, if any, for general corporate purposes, including the repayment and/or retirement of other outstanding debt.
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 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 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 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 Notes are being offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.
The redemption of the 2020 Notes, if required, will be made pursuant to a notice of redemption under the indenture governing the 2020 Notes.
The Tender Offers mentioned herein are being conducted in accordance with separate Offers 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.
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