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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
February 8, 2010 — Montréal
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
Bombardier Inc. 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 Tenders of the Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 22, 2010 (such date and time, as they may be extended, the “Withdrawal Date”), but may not be withdrawn thereafter.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 €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.
Title of Security 6.75% Notes due 20126.30% Notes due 2014Floating Rate Senior Notes due 2013 CUSIP Number or Common Code (144A)097751AG6097751AH4027397891 ISIN Number (Reg. S)USC10602AG20USC10602AH03XS0273978592 Principal Amount OutstandingUS$550,000,000US$500,000,000€ 679,000,000 Acceptance Priority Level123 Tender Offer Consideration (1)US$1,030.00US$ 990.00€ 980.00 Early Participation Amount (1)US$50.00US$50.00€20.00 Total Consideration (1)(2)US$1,080.00US$1,040.00€1,000.00
(1) Per US$1,000 or €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,
société 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.