Bombardier Announces Cash Tender Offer for its 6.75% Notes due 2012, its 6.30% Notes due 2014 and it
(Thomson Reuters ONE) - MONTREAL, QUEBEC--(Marketwire - February 8, 2010) - NOT FOR DISTRIBUTION TO ANYPERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALYBombardier Inc. (TSX: BBD.A)(TSX: BBD.B) today announced the commencement of acash 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/ISINNos. 097751AH4 / USC10602AH03) (the "6.30% Notes" and, collectively with the6.75% 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 beingmade pursuant to an Offer to Purchase dated February 8, 2010 and, in respect of6.75% Notes and 6.30% Notes only, the related Letter of Transmittal.Upon the terms and subject to the conditions described in the Offer to Purchaseand 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 theTender Cap, its 6.75% Notes, 6.30% Notes and Floating Rate Notes. Bombardierreserves the right, but is not obligated, to increase the Tender Cap to up toUS$1.25 billion aggregate principal amount, subject to compliance withapplicable law. Tenders of the Notes may be withdrawn at any time prior to 5:00p.m., New York City time, on February 22, 2010 (such date and time, as they maybe extended, the "Withdrawal Date"), but may not be withdrawn thereafter. TheTender 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 favourableconditions in the debt capital markets and to extend Bombardier's debt maturityprofile by refinancing a portion of Bombardier's long-term debt due in2012, 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 validlytendered and accepted for purchase pursuant to the Tender Offer will be theapplicable consideration set forth in the table below under "Tender OfferConsideration." Holders of Notes that are validly tendered at or prior to 5:00p.m. on February 22, 2010 (such date and time, as they may be extended, the"Early Participation Date") and accepted for purchase will receive theapplicable Tender Offer Consideration plus the applicable Early ParticipationAmount. Holders of Notes tendered after the Early Participation Date but at orprior to the Expiration Date and accepted for purchase will receive theapplicable Tender Offer Consideration, but not the applicable EarlyParticipation Amount. In addition to the applicable Tender Offer Considerationor Total Consideration, as the case may be, all holders of Notes accepted forpurchase will also receive accrued and unpaid interest on the Notes from thelast interest payment date to, but not including, the applicable payment date.----------------------------------------------------------------------- CUSIP Number or Common Principal Code ISIN Number AmountTitle of Security (144A) (Reg. S) Outstanding-----------------------------------------------------------------------6.75% Notes due 2012 097751AG6 USC10602AG20 US$550,000,000-----------------------------------------------------------------------6.30% Notes due 2014 097751AH4 USC10602AH03 US$500,000,000-----------------------------------------------------------------------Floating Rate Senior Notes due 2013 027397891 XS0273978592 EUR 679,000,000------------------------------------------------------------------------------------------------------------------------------------------------ Early Acceptance Tender Offer Participation TotalTitle of Priority Consideration Amount ConsiderationSecurity Level (1) (1) (1)(2)-------------------------------------------------------------------------6.75% Notes due 2012 1 US$1,030.00 US$50.00 US$1,080.00-------------------------------------------------------------------------6.30% Notes due 2014 2 US$ 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-------------------------------------------------------------------------(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 beingtendered. However, Bombardier's obligation to accept for purchase and to pay forthe Notes in the Tender Offer is subject to the satisfaction or waiver of anumber of conditions, including Bombardier's completion of one or more financingtransactions, on terms reasonably satisfactory to Bombardier, pursuant to whichBombardier receives no less than US$1.0 billion in aggregate proceeds (exclusiveof fees, expenses and discounts). The Tender Offer will thus be financed by anew offering of up to US$1.0 billion in aggregate principal amount of new seniornotes with maturities not extending beyond 2020, in a private placement that isexempt from the registration requirements of the United States Securities Act of1933, as amended (the "Securities Act").Provided that the conditions to the Tender Offer are satisfied, Bombardieranticipates that it will accept for purchase and pay for 6.75% Notes validlytendered and not validly withdrawn at or prior to the Early Participation Datewithin three business days following the Early Participation Date and that itwill accept for purchase and pay for 6.75% Notes validly tendered and notvalidly withdrawn subsequent to the Early Participation Date and prior to theExpiration Date as well as 6.30% Notes and Floating Rate Notes, subject topossible proration, validly tendered and not validly withdrawn prior to theExpiration Date within three business days following the Expiration Date.None of Bombardier or its board of directors, the dealer managers, the tenderagent, depositary or information agents, or the trustees for the respectiveseries of Notes makes any recommendation that holders tender or refrain fromtendering all or any portion of the principal amount of their Notes, and no onehas been authorized by us or any of them to make such a recommendation. Holdersmust 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 facilitiesof The Depository Trust Company ("DTC"), and all of Floating Rate Notes are heldin book-entry form through a common depositary or its nominee for Euroclear BankS.A./N.V. and Clearstream Banking, societe anonyme. If you hold Notes through abroker, dealer, commercial bank, trust company or other intermediary or nominee,you must contact such broker, dealer, commercial bank, trust company or otherintermediary or nominee if you wish to tender Notes in the Tender Offer. Youshould check with such broker, dealer, commercial bank, trust company or otherintermediary or nominee to determine whether they will charge you a fee fortendering Notes on your behalf. You should also confirm with the broker, dealer,commercial bank, trust company or other intermediary or nominee any deadlines bywhich you must provide your tender instructions, because the relevant deadlineset by such nominee will be earlier than the deadlines set forth herein.Bombardier has retained J.P. Morgan Securities Inc., J.P. Morgan SecuritiesLtd., Deutsche Bank Securities Inc., and Deutsche Bank AG, London Branch, toserve as Dealer Managers, directly and through their respective affiliates, forthe Tender Offer. Bombardier has retained i-Deal LLC to serve as the depositaryand information agent in respect of the U.S. Dollar Notes, and Lucid IssuerServices Limited to act as the tender and information agent in respect of theFloating Rate Notes.For additional information regarding the terms of the Tender Offer with respectto 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 SecuritiesInc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Requests for acopy 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 bedirected to i-Deal LLC at (877) 746-3583 (toll free) or (201) 499-3500 (banksand brokers) ortenderoffer(at)ipreo.com
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Datum: 08.02.2010 - 10:57 Uhr
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