May 03, 2021
Company news
Bombardier Commences Consent Solicitations with Respect to its Outstanding Indentures
Bombardier (TSX: BBD.B) (the “Corporation”) today announced that it has launched consent solicitations with respect to its outstanding senior notes or debentures (with respect to any individual series, a “Consent Solicitation” and collectively, the “Consent Solicitations”).
On April 22, 2021, Bombardier received a letter (the “Letter”) from counsel to a holder of 2034 Notes, claiming that the Corporation’s divestitures of non-core assets, including its transportation business, regional jet program and aerostructures division (the “Transactions”), constitute a breach of certain covenants under the indenture governing the 2034 Notes.
The Corporation believes that these allegations are without merit and that the Corporation has not breached any covenant under the indenture. The Corporation also believes the actions it has taken enabled it to reposition the business, strengthen its balance sheet, accelerate de-leveraging and better position Bombardier for long term growth and value creation.
With the assistance of external advisors, the Corporation evaluated a range of options and determined that initiating the Consent Solicitations is the most expedient and efficient path to maintain value and protect the Corporation and its stakeholders. Notwithstanding the pragmatic approach that the Corporation is electing to pursue by initiating the Consent Solicitations, the Corporation reserves all its rights and remedies.
The Consent Solicitations relate to each series of the Corporation’s outstanding senior notes or debentures (collectively, the “notes”) listed below:
|
TITLE OF SECURITY |
CUSIP / ISIN (144A) |
CUSIP / ISIN (Reg S) |
|
5.750% Senior Notes due 2022 |
097751AY7 / US097751AY72 |
C10602AR8 / USC10602AR84 |
|
6.000% Senior Notes due 2022 |
097751BJ9 / US097751BJ96 |
C10602AY3 / USC10602AY36 |
|
6.125% Senior Notes due 2023 |
097751BF7 / US097751BF74 |
C10602AW7 / USC10602AW79 |
|
7.500% Senior Notes due 2024 |
097751BR1 / US097751BR13 |
C10602BF3 / USC10602BF38 |
|
7.500% Senior Notes due 2025 |
097751BM2 / US097751BM26 |
C10602BA4 / USC10602BA41 |
|
7.35% Debentures due 2026 |
097751AE1 / CA097751AE11 |
-- |
|
7.875% Senior Notes due 2027 |
097751BT7 / US097751BT78 |
C10602BG1 / USC10602BG11 |
|
7.450% Senior Notes due 2034 |
097751AL5 / US097751AL51 |
C10602AJ6 / USC10602AJ68 |
In the Consent Solicitations, the Corporation is seeking consents from its noteholders (i) to amendments to the applicable Indenture to clarify that the Transactions are permitted by the applicable indenture and do not and will not give rise to any defaults, events of default or change of control under the applicable indenture and (ii) for the avoidance of doubt, to waive any default or event of default that is alleged to have, has or may have arisen under the applicable indenture in connection with, related to or as a result of the consummation or performance of the Transactions (the “Proposed Amendments”). Each Consent Solicitation requires consent from holders representing the requisite majority of the outstanding aggregate principal amount of such series of notes. If the requisite consents from holders of a series of notes are received and the Proposed Amendments are adopted and become operative, then the Corporation will make a consent payment of US$1.25 per US$1,000 principal amount of the applicable series of notes (C$1.25 per C$1,000 principal amount of the 7.35% Debentures due 2026 (the “C$ Notes”)) to holders who validly deliver (and do not validly revoke) their consent on or prior to 5:00 p.m., New York City time, on May 11, 2021, unless extended. Holders are encouraged to read the Corporation’s Consent Solicitation Statement, dated May 3, 2021, for the full terms and conditions of the Consent Solicitations.
The Corporation vigorously denies that any alleged default has occurred with respect to any of the indentures governing the notes listed above. This press release is not an admission by the Corporation of any liability, obligation, wrongdoing or violation of law and shall not be used or construed as such in any legal or administrative proceeding.
The Corporation has retained Global Bondholder Services Corporation to act as the US Information and Tabulation Agent for the Consent Solicitations, and has retained Kingsdale Partners LP to act as the Canadian Information and Tabulation Agent for the Consent Solicitation for the C$ Notes. For additional information regarding the terms of the Consent Solicitations, or to obtain additional copies of the Consent Solicitation Statement, please contact Global Bondholder Services Corporation at (866) 807 2200 or by email at contact@gbsc-usa.com, or, in respect of the C$ Notes, Kingsdale Partners LP at 1-888-518-6824 or by email at corpaction@kingsdaleadvisors.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
Citigroup Global Markets Inc. and UBS Securities LLC will act as the Solicitation Agents for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free) or UBS Securities LLC at (203) 719-4210 (collect) or (888) 719-4210 (toll-free).
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitations, before the deadlines specified herein and in the Consent Solicitation Statement. The deadlines set by each clearing system for the submission and withdrawal of instructions will also be earlier than the relevant deadlines specified herein and in the Consent Solicitation Statement. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for delivering your consent on your behalf.
None of the Corporation, the trustees for the notes, the agents under the respective indentures for the notes, the US Information and Tabulation Agent, the Canadian Information and Tabulation 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 deliver their consent pursuant to any of the Consent Solicitations, and none of the foregoing has authorized any person to make any such recommendation. Holders must decide whether to provide their consent.
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 Consent Solicitations are made only by and pursuant to the terms and conditions of the Consent Solicitation Statement and the information in this notice is qualified by reference to the Consent Solicitation Statement. None of the Corporation or the tabulation agents makes any recommendations as to whether or not holders should deliver their consent pursuant to any of the Consent Solicitations.
Holders are requested to read and consider carefully the information contained in the Consent Solicitation Statement and to deliver their consent to the Proposed Amendments in accordance with the instructions set forth in the Consent Solicitation Statement.
Preliminary Results for First Quarter 2021
In a separate press release, Bombardier also announced today preliminary financial results and select operating metrics for the first quarter ended March 31, 2021, and reaffirmed full-year guidance. As previously announced, the Corporation will disclose its final financial results on May 6, 2021.
About Bombardier
Bombardier is a global leader in aviation, creating innovative and game-changing planes. Our products and services provide world-class experiences that set new standards in passenger comfort, energy efficiency, reliability and safety.
Headquartered in Montréal, Canada, Bombardier is present in more than 12 countries including its production/engineering sites and its customer support network. The Corporation supports a worldwide fleet of approximately 4,900 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments and private individuals.
News and information is available at bombardier.com or follow us on Twitter @Bombardier.
Bombardier, Global and Global 7500 are trademarks of Bombardier Inc. or its subsidiaries.
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 Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made by 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, including statements with respect to the Corporation’s ability to complete the Consent Solicitation, are based on estimates, projections, beliefs and assumptions that Bombardier believes are reasonable but are not guarantees of future events and results.
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 Consent Solicitation Statement.
For Information
Francis Richer de La Flèche
Vice President, Financial Planning
and Investor Relations
Bombardier
+514 855 5001 x13228
Mark Masluch
Senior Director, Communications
Bombardier
+514 855 7167