Bombardier buys back $382.46 million of 8¾% notes in tender offer

By Angela McDaniels

Tacoma, Wash., April 11 – Bombardier Inc. received tenders for $382,461,000 principal amount, or 27.32%, of its $1.4 billion 8¾% senior notes due 2021 and accepted all of the tendered notes for purchase, according to a company news release.

A tender offer for the notes began Feb. 28 and was scheduled to end at 11:59 p.m. ET on March 27 before being extended to 11:59 p.m. ET on April 10.

As previously reported, holders had tendered $379,434,000 principal amount as of the early tender deadline, 5 p.m. ET on March 13. This number had increased to $382,148,000 as of the original deadline. These notes were purchased by Bombardier on March 29.

Holders tendered an additional $313,000 principal amount of notes after March 27 but prior to the extended expiration, and the settlement date for these additional notes is expected to be April 12.

Upon settlement, $1,017,539,000 principal amount of notes will remain outstanding.

The company also offered to buy back its €780 million 6 1/8% senior notes due 2021. The offer for these notes ended at 11:59 p.m. ET on March 27.

Holders tendered €366,015,000 principal amount, or 46.93%, of the 6 1/8% notes. All of the notes tendered were accepted for purchase.

The settlement date was March 15 for 6 1/8% notes tendered by the early tender deadline and March 29 for 6 1/8% notes tendered by the expiration.

The maximum aggregate purchase price for the offers was $975 million. The 6 1/8% notes had priority over the 8¾% notes.

When the offer began, the 8¾% notes were subject to a maximum purchase price of $50 million. This cap was later eliminated.

On March 14, the company also amended the tender offers as follows:

• Holders of notes that are accepted for purchase will receive the total consideration, regardless of whether the notes were tendered before, on or after the early tender date; and

• Holders whose 8¾% notes are purchased in the tender offers will receive accrued interest up to but excluding the final settlement date.

For the 6 1/8% notes, accrued interest was paid through the early settlement date or the final settlement date, as applicable.

The total consideration is €1,095 per €1,000 principal amount of 6 1/8% notes and $1,105 per $1,000 principal amount of 8¾% notes. These include an early tender premium of €30.00 per €1,000 principal amount of 6 1/8% notes and $30.00 per $1,000 principal amount of 8¾% notes.

The tender offers were conditioned on financing but not on any minimum amount of notes being tendered. The financing condition has been satisfied.

The company priced an upsized $2 billion issue of 7 7/8% eight-year senior notes (Caa1/B-) at 99.246 to yield 8%. A portion of the proceeds will be used to finance the tender offers.

Bombardier also held a tender offer for its $850 million 7¾% senior notes due 2020.

That offer ended on March 6. Holders tendered $649,846,000, or 76.45%, of the 7¾% notes.

The purchase price in that offer was $1,047.27 per $1,000 principal amount plus accrued interest up to but excluding the settlement date.

The remaining 7¾% notes were redeemed April 5 at $1,049.17 plus accrued interest.

Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745) and J.P. Morgan Securities LLC (212 834-3260 or 866 834-4666) were the dealer managers for the tender offers. Global Bondholder Services Corp. (866 470-4200, contact@gbsc-usa.com or gbsc-usa.com/Bombardier) was the tender and information agent.

Bombardier is a Montreal-based aerospace and transportation services company.

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