Bombardier resets 2034 note solicitation, extends Canadian deadline

Chicago, May 18 – Bombardier Inc. reset the consent solicitation for its 7.45% senior notes due 2034 (ISINs: US097751AL51, USC10602AJ68) and extended the deadline for its 7.35% debentures due 2026 (ISINs: CA097751AE11) on Tuesday, according to a press release.

As regards the 2034 notes, the company sold a $260 million add-on of the notes to a private investor.

The company has obtained the investor’s consent in its ongoing consent solicitation. The investor is the beneficial owner of a majority of the principal amount of the 2034 notes.

However, noteholders who previously consented will need to resubmit consents after this transaction.

To restate, previously delivered consents are no longer valid and must be resubmitted to be eligible for the consent fee and to be counted in the consent solicitation.

Additionally, and separately, the company extended the deadline for the Canadian dollar-denominated notes due 2026.

The consent solicitation for that series now expires at 5 p.m. ET on May 21. The expiration has been pushed back from a previous May 18 extension.

Background

As previously reported, the company is seeking consents for the following series of notes, with a notation for the series that have received sufficient consents:

• 5¾% senior notes due 2022 (ISINs: US097751AY72, USC10602AR84);

• 6% senior notes due 2022 (ISINs: US097751BJ96, USC10602AY36) with required consents received by the first deadline;

• 6 1/8% senior notes due 2023 (ISINs: US097751BF74, USC10602AW79) with necessary consents received by the first deadline;

• 7½% senior notes due 2024 (ISINs: US097751BR13, USC10602BF38) with required consents received by the first deadline;

• 7½% senior notes due 2025 (ISINs: US097751BM26, USC10602BA41) with needed consents received by the first deadline;

• 7.35% debentures due 2026 (ISINs: CA097751AE11), with an again extended deadline;

• 7 7/8% senior notes due 2027 (ISINs: US097751BT78, USC10602BG11), with required receipts received by May 13, the second deadline; and

• 7.45% senior notes due 2034 (ISINs: US097751AL51, USC10602AJ68), now with a new extended deadline and the necessity to resubmit consents.

The consent solicitations are being undertaken as a “pragmatic” and “expedient and efficient” path after a letter from counsel representing a noteholder of its 2034 notes alleged that the divestitures of some non-core assets constitute a breach of certain covenants under the indenture governing the notes, according to the company. The company divested its transportation business, regional jet program and aerostructures division.

The company said it believes that the allegations are without merit; however, it is pursuing the most expedient path forward via the consent solicitations.

Noteholders are/were being asked to consent to an amendment to each indenture governing each series of notes to permit the divestitures of the assets listed above without giving rise to any defaults, events of default or change of control and to waive any event of default that is alleged to have arisen through the divestitures of the non-core assets.

Each consent solicitation requires consents from a majority of noteholders.

Should the company receive the required consents and the proposed amendments be adopted and become operative, consenting noteholders will receive $1.25 per $1,000 of notes or C$1.25 per C$1,000 of notes in the case of the 7.35% debentures due 2026.

Global Bondholder Services Corp. (866 807-2200 or contact@gbsc-usa.com) is the information and tender agent for the U.S. notes.

Kingsdale Partners LP (888 518-6824, corpaction@kingsdaleadvisors.com) has been retained for the Canadian notes.

Citigroup Global Markets Inc. (212 723-6106, 800 558-3745) and UBS Securities LLC (203 719-4210, 888 719-4210) are the solicitation agents.

The issuer is a Montreal-based aerospace and transportation services company.

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