Bombardier Announces Cash Tender Offer for its 6.75% Notes due 2012, its 6.30% Notes due 2014 and its Floating Rate Senior Notes due 2013
MONTREAL, QUEBEC--(Marketwire - February 8, 2010) - NOT FOR DISTRIBUTION TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. (TSX: BBD.A)(TSX: BBD.B) today announced the commencement of a
cash tender offer to purchase up to US$550.0 million aggregate principal amount
(the "Tender Cap") of Bombardier's 6.75% Notes due 2012 (CUSIP/ISIN Nos.
097751AG6 / USC10602AG20) (the "6.75% Notes"), 6.30% Notes due 2014 (CUSIP/ISIN
Nos. 097751AH4 / USC10602AH03) (the "6.30% Notes" and, collectively with the
6.75% Notes, the "U.S. Dollar Notes") and Floating Rate Senior Notes due 2013
(Common Code/ISIN No. 027397891 / XS0273978592) (the "Floating Rate Notes" and,
collectively with the U.S. Dollar Notes, the "Notes"). The tender offer is being
made pursuant to an Offer to Purchase dated February 8, 2010 and, in respect of
6.75% Notes and 6.30% Notes only, the related Letter of Transmittal.
Upon the terms and subject to the conditions described in the Offer to Purchase
and the Letter of Transmittal (in respect of 6.75% Notes and 6.30% Notes only),
Bombardier is offering to purchase for cash (the "Tender Offer") up to the
Tender Cap, its 6.75% Notes, 6.30% Notes and Floating Rate Notes. Bombardier
reserves the right, but is not obligated, to increase the Tender Cap to up to
US$1.25 billion aggregate principal amount, subject to compliance with
applicable law. Tenders of the Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on February 22, 2010 (such date and time, as they may
be extended, the "Withdrawal Date"), but may not be withdrawn thereafter. The
Tender Offer will expire at 9:00 a.m., New York City time, on March 9, 2010,
unless extended or earlier terminated (the "Expiration Date").
The Tender Offer is being undertaken to take advantage of current favourable
conditions in the debt capital markets and to extend Bombardier's debt maturity
profile by refinancing a portion of Bombardier's long-term debt due in
2012, 2013 and 2014 with longer maturity financing.
The consideration for each US$1,000 principal amount of 6.75% Notes and 6.30%
Notes, and for each EUR 1,000 principal amount of Floating Rate Notes validly
tendered and accepted for purchase pursuant to the Tender Offer will be the
applicable consideration set forth in the table below under "Tender Offer
Consideration." Holders of Notes that are validly tendered at or prior to 5:00
p.m. on February 22, 2010 (such date and time, as they may be extended, the
"Early Participation Date") and accepted for purchase will receive the
applicable Tender Offer Consideration plus the applicable Early Participation
Amount. Holders of Notes tendered after the Early Participation Date but at or
prior to the Expiration Date and accepted for purchase will receive the
applicable Tender Offer Consideration, but not the applicable Early
Participation Amount. In addition to the applicable Tender Offer Consideration
or Total Consideration, as the case may be, all holders of Notes accepted for
purchase will also receive accrued and unpaid interest on the Notes from the
last interest payment date to, but not including, the applicable payment date.
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CUSIP
Number or
Common Principal
Code ISIN Number Amount
Title of Security (144A) (Reg. S) Outstanding
-----------------------------------------------------------------------
6.75% Notes due
2012 097751AG6 USC10602AG20 US$550,000,000
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6.30% Notes due
2014 097751AH4 USC10602AH03 US$500,000,000
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Floating Rate
Senior Notes
due 2013 027397891 XS0273978592 EUR 679,000,000
-----------------------------------------------------------------------
-------------------------------------------------------------------------
Early
Acceptance Tender Offer Participation Total
Title of Priority Consideration Amount Consideration
Security Level (1) (1) (1)(2)
-------------------------------------------------------------------------
6.75% Notes due
2012 1 US$1,030.00 US$50.00 US$1,080.00
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6.30% Notes due
2014 2 US$ 990.00 US$50.00 US$1,040.00
-------------------------------------------------------------------------
Floating Rate
Senior Notes
due 2013 3 EUR 980.00 EUR 20.00 EUR 1,000.00
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(1) Per US$1,000 or EUR 1,000, as applicable, principal amount of Notes
accepted for purchase.
(2) Includes the applicable Early Participation Amount.
The Tender Offer is not conditioned on any minimum amount of Notes being
tendered. However, Bombardier's obligation to accept for purchase and to pay for
the Notes in the Tender Offer is subject to the satisfaction or waiver of a
number of conditions, including Bombardier's completion of one or more financing
transactions, on terms reasonably satisfactory to Bombardier, pursuant to which
Bombardier receives no less than US$1.0 billion in aggregate proceeds (exclusive
of fees, expenses and discounts). The Tender Offer will thus be financed by a
new offering of up to US$1.0 billion in aggregate principal amount of new senior
notes with maturities not extending beyond 2020, in a private placement that is
exempt from the registration requirements of the United States Securities Act of
1933, as amended (the "Securities Act").
Provided that the conditions to the Tender Offer are satisfied, Bombardier
anticipates that it will accept for purchase and pay for 6.75% Notes validly
tendered and not validly withdrawn at or prior to the Early Participation Date
within three business days following the Early Participation Date and that it
will accept for purchase and pay for 6.75% Notes validly tendered and not
validly withdrawn subsequent to the Early Participation Date and prior to the
Expiration Date as well as 6.30% Notes and Floating Rate Notes, subject to
possible proration, validly tendered and not validly withdrawn prior to the
Expiration Date within three business days following the Expiration Date.
None of Bombardier or its board of directors, the dealer managers, the tender
agent, depositary or information agents, or the trustees for the respective
series of 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 us 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 U.S. Dollar Notes are held in book-entry form through the facilities
of The Depository Trust Company ("DTC"), and all of Floating Rate Notes are held
in book-entry form through a common depositary or its nominee for Euroclear Bank
S.A./N.V. and Clearstream Banking, societe anonyme. If you hold Notes through a
broker, dealer, commercial bank, trust company or other intermediary or nominee,
you must contact such broker, dealer, commercial bank, trust company or other
intermediary or nominee if you wish to tender Notes in the Tender Offer. You
should check with such broker, dealer, commercial 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,
commercial 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 J.P. Morgan Securities Inc., J.P. Morgan Securities
Ltd., Deutsche Bank Securities Inc., and Deutsche Bank AG, London Branch, to
serve as Dealer Managers, directly and through their respective affiliates, for
the Tender Offer. Bombardier has retained i-Deal LLC to serve as the depositary
and information agent in respect of the U.S. Dollar Notes, and Lucid Issuer
Services Limited to act as the tender and information agent in respect of the
Floating Rate Notes.
For additional information regarding the terms of the Tender Offer with respect
to the U.S. Dollar Notes, please contact J.P. Morgan Securities Inc. at (866)
834-4666 (toll free) or (212) 834-3424 (collect) or Deutsche Bank Securities
Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for a
copy of the Offer to Purchase and the Letter of Transmittal relating to the U.S.
Dollar Notes, and questions regarding the tender of U.S. Dollar Notes may be
directed to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banks
and brokers) ortenderoffer@ipreo.com <mailto:tenderoffer@ipreo.com>.
For additional information regarding the terms of the Tender Offer with respect
to the Floating Rate Notes, please contact J.P. Morgan Securities Ltd. at +44
(0)20 7325 9633 or Deutsche Bank AG, London Branch, at +44 20 7545 8011.
Requests for a copy of the Offer to Purchase and questions regarding the tender
of Floating Rate Notes may be directed to Lucid Issuer Services Limited at +44
20 7704 0880 orbombardier@lucid-is.com <mailto:bombardier@lucid-is.com>.
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. The securities mentioned herein have not been and
will not be registered under the Securities Act, or the securities laws of any
other jurisdiction, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The communication of this announcement and any other documents or materials
relating to the Tender Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are
within Article 43(2) of the Order, or to any persons to whom it may otherwise
lawfully be made under the Order.
The Tender Offer is not being, and will not be, made, directly or indirectly, in
the Republic of Italy ("Italy"). The Tender Offer has not been, and will not be,
submitted to the clearance procedures of the Commissione Nazionale per le
Societa e la Borsa ("CONSOB") and/or the Bank of Italy pursuant to Italian laws
and regulations. Neither this Offer to Purchase nor any other documents or
materials relating to the Tender Offer or the Notes may be distributed or made
available in Italy.
Neither this announcement nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen) and, accordingly, the Tender Offer may not be made in the
Kingdom of Belgium ("Belgium") by way of a public offering, as defined in
Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as
defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets (together, the "Belgian Public Offer Law"), each as amended or
replaced from time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this announcement nor any
other documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar documents) has been or
shall be distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" in the sense of Article 10 of the
Belgian Public Offer Law (as amended from time to time), acting on their own
account.
The Tender Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement nor any other documents
or materials relating to the Tender Offer have been or shall be distributed to
the public in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifies) other than individuals, all
as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to
D.411-3 of the French Code monetaire et financier, are eligible to participate
in the Tender Offer. The Offer to Purchase has not been and will not be
submitted for clearance to nor approved by France's Autorite des Marches
Financiers.
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 with regarding these risks and uncertainties, and the
assumptions underlying the forward-looking statements, please refer to the Offer
to Purchase.
About Bombardier
A world-leading manufacturer of innovative transportation solutions, from
commercial aircraft and business jets to rail transportation equipment, systems
and services, Bombardier Inc. is a global corporation headquartered in Canada.
Its revenues for the fiscal year ended Jan. 31, 2009, were $19.7 billion US, and
its shares are traded on the Toronto Stock Exchange (BBD). Bombardier is listed
as an index component to the Dow Jones Sustainability World and North America
indexes. News and information are available atwww.bombardier.com
<http://www.bombardier.com>.
Contacts:
Bombardier Inc.
Isabelle Rondeau
Director, Communications
514-861-9481
Bombardier Inc.
Shirley Chenier
Senior Director, Investor Relations
514-861-9481
www.bombardier.com <http://www.bombardier.com>
[HUG#1381861]
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