Bombardier Provides Update on Consent Solicitations

Bombardier (TSX: BBD.B) (the “Corporation”) today announced that it has received the requisite consent from holders of its outstanding 7.875% Senior Notes due 2027 (the “2027 Notes”) as they relate to the Corporation’s previously announced Consent Solicitation Statement dated May 3, 2021 (as amended by the press release dated May 12, 2021, and as from time to time, further amended or supplemented, the “Consent Solicitation Statement”) with respect to its outstanding senior notes and debentures (such solicitation with respect to any individual series, a “Consent Solicitation” and collectively, the “Consent Solicitations”).

With the receipt of the requisite consents from holders of the 2027 Notes, the requisite consents have been received for the following series of the Corporation’s outstanding senior notes (the “Consented Notes”) and the corresponding Supplemental Indentures have been entered into and are effective and operative, such that previously delivered Consents may no longer be revoked:

TITLE OF SECURITY

CUSIP / ISIN (144A) 

CUSIP / ISIN (Reg S) 

6.000% Senior Notes due 2022             

097751BJ9 / US097751BJ96

C10602AY3 / USC10602AY36

6.125% Senior Notes due 2023             

097751BF7 / US097751BF74

C10602AW7 / USC10602AW79

7.500% Senior Notes due 2024             

097751BR1 / US097751BR13

C10602BF3 / USC10602BF38

7.500% Senior Notes due 2025             

097751BM2 / US097751BM26

C10602BA4 / USC10602BA41

7.875% Senior Notes due 2027             

097751BT7 / US097751BT78

C10602BG1 / USC10602BG11

The Consent Solicitations with respect to the Consented Notes and with respect to the 5.750% Senior Notes due 2022 expired at 5:00 p.m., New York City time, on May 13, 2021.

Holders of Consented Notes whose consents were properly made and not revoked on or prior to 5:00 p.m., New York City time, on May 13, 2021 will be entitled to receive the Consent Payment (as defined in the Consent Solicitation Statement). The Corporation intends to make the Consent Payment with respect to the Consented Notes on Monday May 17, 2021.

The expiration date for the Consent Solicitation with respect to the 7.450% Senior Notes due 2034 is extended to 5:00 p.m., New York City time, on May 18, 2021.

Holders of the Corporation’s 7.450% Senior Notes due 2034 and 7.35% Debentures due 2026 who have not already consented still have the opportunity to participate until the Expiration Date with respect to each such series at 5:00 p.m., New York City time, on May 18, 2021.

The terms and conditions of the Consent Solicitations remain the same as set forth and described in the Consent Solicitation Statement. The Corporation reserves the absolute right, subject to applicable laws, to amend, waive or modify the terms of the Consent Solicitations in any manner. For a complete statement of the terms and conditions of the Consent Solicitations, holders are encouraged to read the Corporation’s Consent Solicitation Statement.

Holders who have previously delivered consents in connection with the Consent Solicitations do not need to redeliver such consents or take any other action in response to this announcement in order to consent to the Consent Solicitations.

The Corporation has retained Global Bondholder Services Corporation to act as the US Information and Tabulation Agent for the Consent Solicitations, and has retained Kingsdale Partners LP to act as the Canadian Information and Tabulation Agent for the Consent Solicitation for the 7.35% Debentures due 2026 (the “C$ Notes”). For additional information regarding the terms of the Consent Solicitations, or to obtain additional copies of the Consent Solicitation Statement, please contact Global Bondholder Services Corporation at (866) 807 2200 or by email at contact@gbsc-usa.com, or, in respect of the C$ Notes, Kingsdale Partners LP at 1-888-518-6824 or by email at corpaction@kingsdaleadvisors.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.

Citigroup Global Markets Inc. and UBS Securities LLC will act as the Solicitation Agents for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) or UBS Securities LLC at (203) 719-4210 (collect) or (888) 719-4210 (toll-free).

Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitations, before the deadlines specified herein and in the Consent Solicitation Statement. The deadlines set by each clearing system for the submission and withdrawal of instructions will also be earlier than the relevant deadlines specified herein and in the Consent Solicitation Statement. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for delivering your consent on your behalf.

None of the Corporation, the trustees for the notes, the agents under the respective indentures for the notes, the US Information and Tabulation Agent, the Canadian Information and Tabulation 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 deliver their consent pursuant to any of the Consent Solicitations, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to provide their consent.

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the notes or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Consent Solicitations are made only by and pursuant to the terms and conditions of the Consent Solicitation Statement and the information in this notice is qualified by reference to the Consent Solicitation Statement. None of the Corporation or the tabulation agents makes any recommendations as to whether or not holders should deliver their consent pursuant to any of the Consent Solicitations.

Holders are requested to read and consider carefully the information contained in the Consent Solicitation Statement and to deliver their consent in accordance with the instructions set forth in the Consent Solicitation Statement.

About Bombardier

Bombardier is a global leader in aviation, creating innovative and game-changing planes. Our products and services provide world-class experiences that set new standards in passenger comfort, energy efficiency, reliability and safety.

Headquartered in Montréal, Canada, Bombardier is present in more than 12 countries including its production/engineering sites and its customer support network. The Corporation supports a worldwide fleet of approximately 4,900 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments and private individuals.

News and information is available at bombardier.com or follow us on Twitter @Bombardier.

Bombardier is a trademark of Bombardier Inc. or its subsidiaries.

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 Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements, including statements with respect to the Corporation’s ability to complete the Consent Solicitation, are based on estimates, projections, beliefs and assumptions that Bombardier believes are reasonable but are not guarantees of future events and results.

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 Consent Solicitation Statement.

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