03/14/2019 | Press release | Distributed by Public on 03/14/2019 06:56
Bombardier Inc. ('Bombardier' or the 'Corporation') today announced certain matters with respect to its cash tender offers previously announced on February 28, 2019 (the 'Tender Offers') to purchase for cash up to US$975,000,000 aggregate purchase price (the 'Aggregate Maximum Tender Consideration') (including Early Tender Payment, if applicable) of Bombardier's 6⅛% Senior Notes due 2021 (CUSIP No. 055320152 / ISIN No. XS0553201525 (144A) / CUSIP No. 055291594 / ISIN No. XS0552915943 (Reg. S)) (the '6⅛ Notes' and the tender offer with respect to the 6⅛ Notes the '6⅛ Notes Tender Offer') and Bombardier's 8.750% Senior Notes due 2021 (CUSIP No. 097751BP5 / ISIN No. US097751BP56 (144A) / CUSIP No. C10602BB2 / ISIN No. USC10602BB24 (Reg. S)) (the '8.750 Notes', together with the 6⅛ Notes, the 'Notes', and the tender offer with respect to the 8.750 Notes the '8.750 Notes Tender Offer'), subject to the acceptance priority levels and the tender cap, as applicable, set forth in the Offer to Purchase (as defined below) containing the terms and conditions of such Tender Offers, 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 February 28, 2019 (as amended hereby the 'Offer to Purchase') with respect to the 6⅛ Notes Tender Offer and the 8.750 Notes Tender Offer.
As of the Early Tender date for each Tender Offer, €353,055,000 aggregate principal amount of the 6⅛ Notes (45.26%) were validly tendered, and US$379,434,000 aggregate principal amount of the 8.750 Notes (27.10%) were validly tendered.
The Tender Offers and the Offer to Purchase are hereby amended as follows:
The Early Settlement Date and Final Settlement Date with respect to the 6⅛ Notes will not be changed. For avoidance of doubt, any 6⅛ Notes that have been validly tendered at or before the Early Tender Date, not validly withdrawn and accepted for purchase by the Corporation, subject to the Acceptance Priority Level, the Aggregate Maximum Tender Consideration and possible proration, will be settled on the Early Settlement Date in accordance with the terms of the 6⅛ Notes Tender Offer as set forth in the Offer to Purchase. Bombardier expects such Early Settlement Date with respect to such 6⅛ Notes to be March 15, 2019. Any 6⅛ Notes that have been validly tendered after the Early Tender Date and accepted for purchase by the Corporation, subject to the Acceptance Priority Level, the Aggregate Maximum Tender Consideration and possible proration, will be settled on the Final Settlement Date in accordance with the terms of the 6⅛ Notes Tender Offer as set forth in the Offer to Purchase. Bombardier expects such Final Settlement Date with respect to such 6⅛ Notes to be March 29, 2019.
For avoidance of doubt, the Withdrawal Deadline, the Expiration Date and the Final Settlement Date will not be changed.
Except as expressly set forth herein, the terms and conditions with respect to the Tender Offers are as set forth in the Offer to Purchase, subject to the Corporation's right to further waive, amend or terminate any provisions of one or both Tender Offers, including, but not limited to, waiving or amending the 8.750 Tender Cap in the Corporation's sole discretion.
The Tender Offers are not conditioned on any minimum amount of Notes being tendered. However, the obligation of the Corporation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole discretion of the Corporation. One of those conditions is the completion of the offering of notes by Bombardier announced on February 28, 2019, on terms satisfactory to Bombardier, which condition has been satisfied. A portion of the proceeds of such offering (net of transaction fees and expenses) will be used to finance the Corporation's purchase of Notes pursuant to the Tender Offers.
None of Bombardier, its subsidiaries or its affiliates, or their respective board of directors, officers or employees, the dealer managers, tender agent and information agent or the trustees for the Notes makes any recommendation that Holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by Bombardier or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
All of the Notes are held in book-entry form. If you hold Notes through a broker, dealer, bank, trust company or other intermediary or nominee, you must contact such broker, dealer, bank, trust company or other intermediary or nominee if you wish to tender Notes pursuant to the Tender Offers. You should check with such broker, dealer, bank, trust company or other intermediary or 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 intermediary or nominee any deadlines by which you must provide your tender instructions, because the relevant deadline set by such nominee will be earlier than the deadlines set forth herein.
Bombardier has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as dealer managers, directly and throughtheir respective affiliates, for the Tender Offers. Bombardier has retained Global Bondholder Services Corporation to act as the tender and information agent in respect of the Tender Offers.
For additional information regarding the terms of the Tender Offers, please contact Citigroup Global Markets Inc. at (212) 723-6106 or toll free at (800) 558-3745 or J.P. Morgan Securities LLC at (212) 834-3260 or toll free at (866) 834-4666. Copies of the Offer to Purchase may be obtained at the following http://www.gbsc-usa.com/Bombardier or by contacting Global Bondholder Services Corporation at (866) 470-4200 or by email at [email protected].
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 country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase, as amended hereby, and the information in this notice is qualified by reference to the Offer to Purchase, subject to the express amendments contained herein. None of Corporation, the dealer managers or the information and tender agent make any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offers.
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 Offers to be made by a licensed broker or dealer, the Tender Offers 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, 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 Offer to Purchase.
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Vice President, Investor Relations
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