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Bombardier Announces Expiration of Early Tender Date and Amendments for its Cash Tender Offer for Certain Outstanding Senior Notes

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MONTREAL, April 05, 2021 (GLOBE NEWSWIRE) -- Bombardier Inc. (“Bombardier” or the “Corporation”) today announced certain matters with respect to its cash tender offer previously announced on March 22, 2021 (the “Tender Offer”) to purchase for cash up to US$1,100,000,000 aggregate purchase price (exclusive of Accrued Interest) (as such aggregate purchase price may be increased or decreased by the Corporation, the “Aggregate Maximum Purchase Amount”) of three series of its outstanding senior notes (collectively, “Notes”) due 2021, 2022 and 2023 as identified in the Offer to Purchase (as defined below), subject to the Acceptance Priority Levels and the 2023 Tender Cap (as such 2023 Tender Cap may be increased or decreased by the Corporation), as applicable, and possible proration, as set forth in the Offer to Purchase containing the terms and conditions of the Tender Offer, 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 March 22, 2021 (as amended hereby, the “Offer to Purchase”) with respect to the Tender Offer.

The Tender Offer and the Offer to Purchase are hereby amended as follows:

  • The Aggregate Maximum Purchase Amount is amended to increase it to US$1,571,000,000 so that Bombardier may purchase on the Early Settlement Date or Final Settlement Date, as applicable, up to US$1,571,000,000 in aggregate purchase price (exclusive of Accrued Interest) and subject to the Acceptance Priority Levels, 2023 Tender Cap and possible proration as set forth in the Offer to Purchase.
  • The 2023 Tender Cap is amended to decrease it to US$235,125,000 so that Bombardier may purchase on the Early Settlement Date or Final Settlement Date, as applicable, up to US$235,125,000 in aggregate purchase price (exclusive of Accrued Interest) of 2023 Notes, subject to the Aggregate Maximum Purchase Amount, the Acceptance Priority Levels and possible proration as set forth in the Offer to Purchase.

As of the Early Tender Date for the Tender Offer, US$955,552,000 aggregate principal amount of the 2021 Notes (93.91%) were validly tendered and not validly withdrawn, US$315,754,000 aggregate principal amount of the 2022 Notes (63.15%) were validly tendered and not validly withdrawn and US$332,389,000 aggregate principal amount of the 2023 Notes (26.59%) were validly tendered and not validly withdrawn.

As a result of the amendments set forth herein, (i) all 2021 Notes and 2022 Notes 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, and (ii) 2023 Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase by Bombardier on the Early Settlement Date, subject to proration as set forth in the Offer to Purchase, such that the aggregate purchase price (exclusive of Accrued Interest) of 2023 Notes will be US$235,125,000.

Any Notes that have been validly tendered at or before the Early Tender Date, not validly withdrawn and accepted for purchase by the Corporation, subject to the Acceptance Priority Level, the Aggregate Maximum Purchase Amount the 2023 Tender Cap and possible proration, 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, as amended hereby. Bombardier expects such Early Settlement Date to be April 6, 2021.

On the Early Settlement Date, the aggregate total purchase price payable under the Offer to Purchase (as amended hereby) for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will have reached the 2023 Tender Cap (as amended hereby) with respect to the 2023 Notes and will be within US$786,032.24 of reaching the Aggregate Maximum Purchase Amount (as amended hereby) for all Notes.

As a result of the amounts of Notes accepted for purchase on the Early Settlement Date, no 2023 Notes tendered after the Early Tender Date and only a limited amount of 2021 Notes or 2022 Notes tendered after the Early Tender Date will under the terms of the Offer to Purchase (as amended hereby) 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 Notes. There can be no assurance that the Corporation will further amend or waive any terms of the Tender Offer to accept any 2023 Notes tendered after the Early Tender Date, or will increase the Aggregate Maximum Purchase Amount 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 BofA Securities, Inc. and Morgan Stanley & Co. 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 BofA Securities, Inc. at (980) 388-3646 or debt_advisory@bofa.com, or Morgan Stanley & Co. LLC at (212) 761-1057 or toll free at (800) 624-1808. Copies of the Offer to Purchase may be obtained at www.gbsc-usa.com/bombardier/ or by contacting Global Bondholder Services Corporation at (866) 807 2200 or by email at contact@gbsc-usa.com.

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 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. None of the Corporation, the dealer managers or the information and tender agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offer.

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 Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer managers or 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, forwardlooking 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 forwardlooking statements, please refer to the Offer to Purchase.

For information

Francis Richer de La Flèche
Vice President, Financial Planning
and Investor Relations
Bombardier
+514 855 5001 x13228
Anna Cristofaro
Manager, Communications
Bombardier
+514 855 8678


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