Bombardier Announces Expiration of Early Tender Date for its Cash Tender Offer for Certain Outstanding Senior Notes
MONTRÉAL, Nov. 21, 2023 (GLOBE NEWSWIRE) -- Bombardier Inc. (“Bombardier” or the “Corporation”) today announced certain matters with respect to its cash tender offer previously announced on November 6, 2023 (as it may be amended from time to time, the “Tender Offer”) to purchase for cash up to $360,000,000 aggregate purchase price (exclusive of accrued and unpaid interest, and as such aggregate purchase price may be increased or decreased by the Corporation, the “Aggregate Maximum Purchase Amount”) of (i) its outstanding 7.125% Senior Notes due 2026 (the “2026 Notes”) and (ii) its outstanding 7.875% Senior Notes due 2027 (the “2027 Notes” and together with the 2026 Notes, the “Notes”), subject to possible proration and other terms and conditions set forth in the Offer to Purchase (as defined below). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase dated November 6, 2023 (as amended by the Corporation’s press release titled “Bombardier Increases the Maximum Amount Sought Under its Cash Tender Offer Previously Announced Today” dated November 6, 2023, the “Offer to Purchase”) with respect to the Tender Offer.
Based upon the aggregate principal amount of 2026 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date, the proration factor with respect to the 2026 Notes is approximately 22.43%. Based upon the aggregate principal amount of 2027 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date, the proration factor with respect to the 2027 Notes is approximately 13.00%.
An amount of 2026 Notes equal to the 2026 Tender Cap and an amount of 2027 Notes equal to the 2027 Tender Cap, in each case that were validly tendered and not validly withdrawn at or before the Early Tender Date, will be accepted for purchase by Bombardier on the Early Settlement Date. All such Notes that have been accepted will be settled on the Early Settlement Date in accordance with the terms of the Tender Offer as set forth in the Offer to Purchase, including proration with respect to both the 2026 Notes and 2027 Notes. Bombardier expects such Early Settlement Date to be November 24, 2023.
On the Early Settlement Date, the aggregate total purchase price payable under the Offer to Purchase for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will have reached the Aggregate Maximum Purchase Amount, the 2026 Tender Cap with respect to the 2026 Notes and the 2027 Tender Cap with respect to the 2027 Notes. As a result of the amount of 2026 Notes and 2027 Notes accepted for purchase on the Early Settlement Date, no Notes tendered after the Early Tender Date will, under the terms of the Offer to Purchase, be accepted for payment unless, in the Corporation’s sole and absolute discretion, the terms of the Tender Offer are further amended or waived by the Corporation to permit further purchases of the 2026 Notes or 2027 Notes. There can be no assurance that the Corporation will further amend or waive any terms of the Tender Offer to accept any Notes tendered after the Early Tender Date or amend the Tender Offer in any other respect.
Except as expressly set forth herein, the terms and conditions with respect to the Tender Offer are as set forth in the Offer to Purchase, subject to the Corporation’s right to further waive, amend or terminate any provisions of the Tender Offer, in the Corporation’s sole and absolute discretion.
The obligation of the Corporation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Corporation.
None of Bombardier, the trustees for the Notes, the agents under the respective indentures for the Notes, the dealer managers, the information and tender 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 tender all or any portion of their Notes, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to tender Notes, and if tendering, the amount of Notes to tender.
All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Notes pursuant to the Tender Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Notes on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth in the Offer to Purchase.
Bombardier has retained Deutsche Bank Securities Inc. and RBC Capital Markets, LLC to serve as dealer managers for the Tender Offer. Bombardier has retained Global Bondholder Services Corporation to act as the information and tender agent in respect of the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact Deutsche Bank Securities Inc. at +1 212-250-7527 (Collect) or +1 855-287-1922 (Toll-Free), or RBC Capital Markets, LLC at +1 212-618-7843 (Collect) or +1 877-381-2099 (Toll-Free). Copies of the Offer to Purchase may be obtained at https://www.gbsc-usa.com/bombardier/ or by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at firstname.lastname@example.org.
This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, 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 Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.
This announcementdoes notconstitute an offertobuy orthesolicitationof an offer tosellany 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 Tender Offer to be made by a licensedbrokerordealer,theTenderOfferwillbedeemedtobemadebythedealermanagersoroneor 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. Bytheirnature,forward‑lookingstatementsrequireustomakeassumptionsandaresubject toimportant knownandunknownrisksanduncertainties,whichmaycauseouractualresultsinfutureperiodstodiffer 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 Offer to Purchase.
|Francis Richer de La Flèche|
Vice President, Financial Planning and Investor Relations
+1 514 240 9649
Senior Director, Communications
+1 514 855 7167
To view this piece of content from ml.globenewswire.com, please give your consent at the top of this page.
About GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire by notified
Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire by notified
Festi hf.: Major shareholder announcement from Stefnir hf.6.12.2023 16:14:46 CET | Press release
Please see attached major shareholder announcement. Attachment 20231206 Stefnir Flöggun FESTI
Wistar Scientists Identify Esophageal Cancer Biomarkers6.12.2023 16:09:10 CET | Press release
Dr. Noam Auslander and authors trained a neural network to identify cancer risk from microbes Philadelphia, PA, Dec. 06, 2023 (GLOBE NEWSWIRE) -- Wistar scientists have developed a new tool that can help identify cancer-associated microbes by using machine learning technology. Under the leadership of Dr. Noam Auslander — assistant professor in the Ellen and Ronald Caplan Cancer Center’s Molecular & Cellular Oncogenesis Program — the group has analyzed short read RNA-sequencing data to detect biomarkers for esophageal carcinoma, or ESCA. Their paper, “Microbial gene expression analysis of healthy and cancerous esophagus uncovers bacterial biomarkers of clinical outcomes,” was published in International Society for Microbial Ecology Communications. Tumor microenvironments are often analyzed using RNA sequencing, or RNAseq, which identifies mRNA in a population of cells to find which genes are being expressed. Theoretically, RNAseq data can reveal the expression of microbial genes in canc
The Cadmium Yellow Alert: Study Explains the Rapid Deterioration of One of Juan Mirò’s Favourite Colours6.12.2023 15:57:37 CET | Press release
Researchers from the Politecnico di Milano and Ca' Foscari University of Venice are part of the team unravelling the causes of the degradation of cadmium yellow, used by the Spanish painter: the presence of zinc in the crystalline matrix of the pigment, the production process and the environmental conditions in which paint was stored. The research is published in the scientific journal Heritage Science. MILAN, Italy, Dec. 06, 2023 (GLOBE NEWSWIRE) -- A photo from 1978 shows famous Catalan surrealist painter Juan Miró in his Taller Sert, surrounded by his paintings. In the background, the bright, intense yellow of Femme dans le rue (1973), stands out. Fifty years later, that cadmium-based yellow is faded and chalky. The same phenomenon has affected 25 other paintings in the Fundació Miró Mallorca. The degraded yellow paint used by Mirò is made from cadmium yellow, a modern pigment composed of cadmium sulfide and introduced in the late 19th century. The pigment was used extensively by ar
Baltic Horizon Fund general meeting of investors and a notice to convene a new general meeting of investors6.12.2023 15:20:00 CET | Press release
Extraordinary General Meeting (hereinafter the “General Meeting”) of Baltic Horizon Fund unit-holders and Swedish Depositary Receipt (hereinafter the “SDR”) holders (hereinafter together the “Investors”) took place on 6 December 2023 in Tallinn, Estonia. Proposed agenda of the meeting was the following: Decision to elect Reimo Hammerberg as a new member of the supervisory board of Baltic Horizon Fund as of 1 January 2024 for an indefinite period.Decision to pay remuneration to Reimo Hammerberg for fulfilling obligations of the member of the supervisory board in the amount of EUR 16,000 per calendar year.Decision to elect Monica Hammer as a new member of the supervisory board of Baltic Horizon Fund as of 1 January 2024 for an indefinite period.Decision to pay remuneration to Monica Hammer for fulfilling obligations of the member of the supervisory board in the amount of EUR 11,000 per calendar year.Decision to elect Per V. Jenster as a new member of the supervisory board of Baltic Horiz
Vicinity Showcased Industrial 5G Solution in 5G-ACIA Industrial 5G day6.12.2023 15:08:22 CET | Press release
TAIPEI, Taiwan, Dec. 06, 2023 (GLOBE NEWSWIRE) -- Vicinity Technologies Limited (Vicinity) showcases the advanced industrial 5G solution in the 5G Alliance for Connected Industries and Automation (5G-ACIA) Industrial 5G Day 2023, being held in Taipei, Taiwan on 7th December 2023. Vicinity is demonstrating a low latency industrial 5G wireless networking solution to enable industrial safety applications in factories with 5G connected Automatic Guided Vehicles (AGV). Vicinity developed 5G integrated small cell (ISC) network wirelessly connects an emergency stop controller with the AGVs. The demonstration emulates an emergency scenario where the stop button is activated. The AGVs are stopped with the latency within 3ms. The response time is 200 times faster compared with the conventional 5G mobile networks. To achieve such a fast response time, the ISC supports the User Plane Function (UPF) offloading. This allows the user application running on the ISC to minimise the latency. The ISC is