May 12, 2021
Company news
Bombardier Provides Update on Consent Solicitations
- Receives requisite consent from holders of certain tranches of outstanding senior notes.
- Extends consent solicitations period to provide holders further opportunity to consent.
Bombardier (TSX: BBD.B) (the “Corporation”) today announced that it has received the requisite consent from holders of certain tranches of its outstanding Senior Notes or Debentures as they relate to the Corporation’s previously announced Consent Solicitation Statement dated May 3, 2021 (as from time to time, amended or supplemented, the “Consent Solicitation Statement”) with respect to its outstanding senior notes or debentures (such solicitation with respect to any individual series, a “Consent Solicitation” and collectively, the “Consent Solicitations”).
The requisite consents were received for the following series of the Corporation’s outstanding senior notes and the corresponding Supplemental Indentures have been entered into and are effective and the Effective Time for each such series has occurred (so that previously delivered Consents may no longer be revoked, although such Supplemental Indentures are not yet operative) in respect of each such series:
TITLE OF SECURITY
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CUSIP / ISIN (144A)
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CUSIP / ISIN (Reg S)
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6.000% Senior Notes due 2022
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097751BJ9 / US097751BJ96
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C10602AY3 / USC10602AY36
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6.125% Senior Notes due 2023
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097751BF7 / US097751BF74
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C10602AW7 / USC10602AW79
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7.500% Senior Notes due 2024
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097751BR1 / US097751BR13
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C10602BF3 / USC10602BF38
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7.500% Senior Notes due 2025
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097751BM2 / US097751BM26
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C10602BA4 / USC10602BA41
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Extending Consent Solicitations
Pursuant to the terms of the Consent Solicitation Statement, in order for the Proposed Amendments with respect to the series of notes listed above to become operative, the Company need only receive the requisite consents for the Company’s 7.875% Senior Notes due 2027.
The expiration date for the below series of notes has been extended to 5:00 p.m., New York City time, on May 13, 2021:
TITLE OF SECURITY
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CUSIP / ISIN (144A)
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CUSIP / ISIN (Reg S)
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5.750% Senior Notes due 2022
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097751AY7 / US097751AY72
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C10602AR8 / USC10602AR84
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6.000% Senior Notes due 2022
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097751BJ9 / US097751BJ96
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C10602AY3 / USC10602AY36
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6.125% Senior Notes due 2023
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097751BF7 / US097751BF74
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C10602AW7 / USC10602AW79
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7.500% Senior Notes due 2024
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097751BR1 / US097751BR13
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C10602BF3 / USC10602BF38
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7.500% Senior Notes due 2025
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097751BM2 / US097751BM26
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C10602BA4 / USC10602BA41
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7.875% Senior Notes due 2027
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097751BT7 / US097751BT78
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C10602BG1 / USC10602BG11
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7.450% Senior Notes due 2034
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097751AL5 / US097751AL51
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C10602AJ6 / USC10602AJ68
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The expiration date for the below debentures has been extended to 5:00 p.m., New York City time, on May 18, 2021:
TITLE OF SECURITY
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CUSIP / ISIN (144A)
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CUSIP / ISIN (Reg S)
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7.35% Debentures due 2026
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097751AE1 / CA097751AE11
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As previously announced, if the requisite consents from holders of a series of notes are received and the Proposed Amendments (as defined in the Consent Solicitation Statement) are adopted and become operative, then the Corporation will make a consent payment of US$1.25 per US$1,000 principal amount of the applicable series of notes (C$1.25 per C$1,000 principal amount of the 7.35% Debentures due 2026 (the “C$ Notes”)) to holders who validly deliver (and do not validly revoke) their consent on or prior to the respective deadlines as outlined above and unless further extended.
Except as set forth herein with respect to the expiration date, 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 further 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 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.
For information
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Francis Richer de La Flèche |
Mark Masluch |