MONTRÉAL – Bombardier Inc. has announced the results of its cash tender offers previously announced on February 28, 2019, as amended on March 14, 2019 (the “Tender Offers”) to purchase for cash up to US$975,000,000 aggregate total consideration payable (including the Early Tender Payment, if applicable) (the “Aggregate Maximum Tender Consideration”) of Bombardier’s 6⅛% Senior Notes due 2021 (CUSIP No. 055320152 / ISIN No. XS0553201525 (144A) / CUSIP No. 055291594 / ISIN No. XS0552915943 (Reg. S)) (the “6⅛% Notes” and the tender offer with respect to the 6⅛% Notes the “6⅛% Notes Tender Offer”) and Bombardier’s 8.750% Senior Notes due 2021 (CUSIP No. 097751BP5 / ISIN No. US097751BP56 (144A) / CUSIP No. C10602BB2 / ISIN No. USC10602BB24 (Reg. S)) (the “8.750% Notes”, together with the 6⅛% Notes, the “Notes”, and the tender offer with respect to the 8.750% Notes the “8.750% Notes Tender Offer”), subject to the terms and conditions of such Tender Offers set forth in the Offer to Purchase (as defined below), subject to amendment as announced hereby.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase dated February 28, 2019 (as amended on March 14, 2019 and as further amended hereby, the “Offer to Purchase”) with respect to the 6⅛% Notes Tender Offer and the 8.750% Notes Tender Offer.
The 6⅛% Notes Tender Offer expired at 11:59 p.m., New York City Time, on March 27, 2019 (such date and time, the “6⅛% Notes Expiration Date”). The 8.750% Notes Tender Offer was scheduled to expire at 11:59 p.m., New York City Time, on March 27, 2019 (such date and time, the “Original 8.750% Notes Expiration Date”), but is being extended as provided below.
The depositary and information agent under the Tender Offers has advised Bombardier that (i) €12,960,000 aggregate principal amount of the 6⅛% Notes remaining outstanding after the purchase by Bombardier of all 6⅛% Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date have been validly tendered and not validly withdrawn at or prior to the 6⅛% Notes Expiration Date (which amount, together with the €353,055,000 aggregate principal amount of the 6⅛% Notes that was previously tendered under the 6⅛% Notes Tender Offer at or prior to the Early Tender Date and purchased by Bombardier on March 15, 2019, represents, in the aggregate, approximately 46.93% of the aggregate principal amount of the 6⅛% Notes outstanding prior to the Tender Offers) and (ii) US$382,148,000 aggregate principal amount of the 8.750% Notes was validly tendered and not validly withdrawn at or prior to the Original 8.750% Notes Expiration Date (which amount represents approximately 27.30% of the aggregate principal amount of the 8.750% Notes outstanding prior to the Tender Offers).
Bombardier also announced that it is eliminating the 8.750 Tender Cap from the terms and conditions of the 8.750% Notes Tender Offer. The Tender Offers remain subject to the limitation of the Aggregate Maximum Tender Consideration.
Bombardier also announced that it is extending the 8.750% Notes Tender Offer for ten (10) additional business days beyond the Original 8.750% Notes Expiration Date so that the 8.750% Notes Tender Offer will, as a result of this amendment, expire at 11:59 p.m., New York City Time, on April 10, 2019 (the “New 8.750% Notes Expiration Date”). Any 8.750% Notes validly tendered after the Original 8.750% Notes Expiration Date and at or prior to the New 8.750% Expiration Date and not validly withdrawn that are accepted for purchase will receive the Total Consideration, as well as accrued and unpaid interest from the last interest payment date to, but not including, the Further Settlement Date (as defined below).
Bombardier also announced that the settlement date for any 8.750% Notes that have been validly tendered after the Original 8.750% Notes Expiration Date but at or prior to the New 8.750% Notes Expiration Date, not validly withdrawn and accepted for purchase by the Corporation, subject to the Aggregate Maximum Tender Consideration, giving effect to the elimination of the 8.750 Tender Cap as provided hereby and subject to possible proration, will be on a date promptly following the New 8.750% Notes Expiration Date (the “Further Settlement Date”), which date is expected to be the second business day after the New 8.750% Notes Expiration Date.
Bombardier also announced that settlement of all 8.750% Notes that have been validly tendered at or prior to the Original 8.750% Notes Expiration Date, not validly withdrawn and accepted for purchase by the Corporation (giving effect to the elimination of the 8.750 Tender Cap as provided hereby) will occur on the Final Settlement Date, which is expected to be March 29, 2019.
The terms of the 8.750% Notes Tender Offer and the Offer to Purchase are hereby amended to give effect to the above. All other terms of the 8.750% Notes Tender Offer and the Offer to Purchase remain unchanged.
In addition to Bombardier’s early acceptance and purchase of €353,055,000 aggregate principal amount of the 6⅛% Notes as announced on March 14, 2019, Bombardier today accepted for purchase (i) €12,960,000 aggregate principal amount of the 6⅛% Notes, at a purchase price of €1,095 for each €1,000 principal amount of 6⅛% Notes validly tendered after the Early Tender Date but at or prior to the 6⅛% Notes Expiration Date and not withdrawn and accepted for purchase (representing a total aggregate purchase price consideration paid by Bombardier of €14,191,200 under the 6⅛% Notes Tender Offer), and (ii) US$382,148,000 aggregate principal amount of 8.750% Notes at a purchase price of US$1,105 for each US$1,000 principal amount of 8.750% Notes validly tendered at or prior to the Original 8.750% Notes Expiration Date and not withdrawn and accepted for purchase (representing a total aggregate purchase price consideration paid by Bombardier of US$422,273,540 under the 8.750% Notes Tender Offer). In addition, all holders of Notes that have been accepted for purchase in the Tender Offers (other than Notes that were purchased on the Early Settlement Date) will also receive (in addition to the consideration paid for such Notes) accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the Final Settlement Date. Bombardier intends to settle payment for the Notes that have been accepted for purchase (and not purchased on the Early Settlement Date) on March 29, 2019.
Solely for the purposes of determining the aggregate consideration paid for 6⅛% Notes within the Aggregate Maximum Tender Consideration and available for purchases pursuant to the Tender Offers, the aggregate consideration for 6⅛% Notes accepted for purchase pursuant to the 6⅛% Notes Tender Offer was converted into U.S. dollars using the EUR to USD exchange rate as of 2:00 P.M., New York City time on the business day prior to the 6⅛% Notes Expiration Date as reported on Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD,” which was €1.00 equals US$1.1283.
Approximately €413,985,000 aggregate principal amount of 6⅛% Notes will remain outstanding following consummation of the purchase of the 6⅛% Notes accepted under the 6⅛% Notes Tender Offer and settled on the Final Settlement Date, which is expected to be March 29, 2019. As of the Final Settlement Date, approximately US$1,017,852,000 aggregate principal amount of 8.750% Notes will remain outstanding following consummation of the purchase of the Notes accepted under the 8.750% Notes Tender Offer as amended hereby.
None of Bombardier, its subsidiaries or its affiliates, or their respective board of directors, officers or employees, the dealer managers, tender agent and information agent or the trustees for the 8.750% Notes makes any recommendation that Holders tender or refrain from tendering all or any portion of the principal amount of their 8.750% 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 8.750% Notes, and, if so, the principal amount of 8.750% Notes to tender.
All of the 8.750% Notes are held in book-entry form. If you hold 8.750% Notes through a broker, dealer, bank, trust company or other intermediary or nominee, you must contact such broker, dealer, bank, trust company or other intermediary or nominee if you wish to tender 8.750% Notes pursuant to the 8.750% Notes Tender Offer. You should check with such broker, dealer, bank, trust company or other intermediary or nominee to determine whether they will charge you a fee for tendering 8.750% Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other intermediary or nominee 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.
