Bombardier Announces Pricing of its New Issuance of Senior Notes due 2030

Bombardier Inc. (“Bombardier”) today announced that it has successfully priced its offering of US$750 million aggregate principal amount of new Senior Notes due November 15, 2030. The new Senior Notes will carry a coupon of 8.750% per annum and will be sold at par (the “New Notes”). The issuance of the New Notes is expected to close on or about November 17, 2023, subject to customary closing conditions.

Bombardier intends to use the proceeds of the offering of the New Notes, together with cash on hand, (i) to fund the redemption (the “2025 Notes Redemption”) of all of its outstanding 7.50% Senior Notes due 2025 (the “2025 Notes”), of which there is $380 million aggregate principal amount outstanding on the date hereof, (ii) to finance the offers to purchase (the “2026-2027 Tender Offer”) up to $360 million aggregate purchase amount (exclusive of accrued and unpaid interest) of its outstanding 7.125% Senior Notes due 2026 (the “2026 Notes”) and 7.875% Senior Notes due 2027 (the “2027 Notes”), of which there is $1,200 million aggregate principal amount outstanding of the 2026 Notes and $1,892 million aggregate principal amount outstanding of the 2027 Notes on the date hereof, and/or for the repayment of other indebtedness, and (iii) for the payment of accrued interest and related fees and expenses.

Consummation of the offering of the New Notes, the 2025 Notes Redemption and the 2026-2027 Tender Offer are subject to market and other conditions, and there can be no assurance that Bombardier will be able to successfully complete these transactions on the terms described above, or at all. The 2025 Notes Redemption and the 2026-2027 Tender Offer are subject to certain conditions, including the completion of the offering of the New Notes prior to December 6, 2023, as it relates to the 2025 Notes Redemption, and prior to November 24, 2023, as it relates to the 2026-2027 Tender Offer.

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 New 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 New 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 New 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 New Notes will be offered and sold in Canada on a private placement basis only to “accredited investors” pursuant to certain prospectus exemptions.

This announcement does not constitute an offer to purchase or the solicitation of an offer to sell the New Notes, the 2025 Notes, the 2026 Notes or the 2027 Notes. This announcement does not constitute a redemption notice in respect of any 2025 Notes or any other notes. Any redemption of the 2025 Notes or any other notes will be made pursuant to a notice of redemption under the indentures governing such notes. Any purchase of the 2026 Notes or 2027 Notes pursuant to the 2026-2027 Tender Offer will be made pursuant to an offer to purchase.

FORWARD-LOOKING STATEMENTS

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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