Bombardier Inc. / Bombardier Announces Pricing of its New
Issuance of Senior Notes Due 2018 and Senior Notes Due 2025 .
Processed and transmitted by NASDAQ OMX Corporate Solutions. The
issuer is solely responsible for the content of this
announcement.
MONTREAL, QUEBEC--(Marketwired - Feb 27, 2015) -
Bombardier Inc. (TSX:BBD.A)(TSX:BBD.B)(OTCQX:BDRBF) today announced
that it has successfully priced its offering of US$2.25 billion
aggregate principal amount of new Senior Notes. The issuance is
comprised of US$750 million aggregate principal amount of
Bombardier's Senior Notes due September 15, 2018 which carry a
coupon of 5.500% per annum and will be sold at par (the "2018
Notes"), and US$1.5 billion aggregate principal amount of
Bombardier's Senior Notes due March 15, 2025 which carry a coupon
of 7.500% per annum and will be sold at par (the "2025 Notes," and
together with the 2018 Notes, the "Notes"). The issuance is
expected to close on or about March 13, 2015, subject to customary
closing conditions.
Bombardier will deposit, or direct the deposit of,
cash in an amount equal to the aggregate principal amount of Notes,
plus interest that is expected to accrue on the aggregate principal
amount of the Notes as calculated in accordance with the terms of
the indentures governing the Notes from the closing date of the
issuance to, but not including, the third business day following
April 30, 2015 (the "Escrowed Funds"), into escrow. Subject to the
release to Bombardier of the net proceeds from the previously
announced issuance and sale of subscription receipts of Bombardier
pursuant to a prospectus supplement dated February 20, 2015 to
Bombardier's short form base shelf prospectus dated February 18,
2015 (the "Escrow Release Condition"), the Escrowed Funds will be
released to Bombardier. In the event that the Escrow Release
Condition is not satisfied by 5:00pm (Montreal time) on April 30,
2015, the Notes will be subject to a special mandatory
redemption.
Bombardier intends to use the proceeds of this
offering to finance the redemption of all of Bombardier's
outstanding 4.25% Senior Notes due January 2016 (the "2016 Notes")
pursuant to an optional redemption promptly after the Escrowed
Funds are released to Bombardier, to pay fees and expenses related
to this offering and related transactions, and, as to the
remainder, for general corporate purposes.
This press release does not constitute an offer to
sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale of any securities in
any jurisdiction in which such offering, solicitation or sale would
be unlawful. The securities mentioned herein may be offered and
sold in the United States only to qualified institutional buyers in
accordance with Rule 144A under the U.S. Securities Act and outside
the United States in reliance on Regulation S under the U.S.
Securities Act. The securities mentioned herein have not been and
will not be registered under the United States Securities Act of
1933, as amended, any state securities laws or the laws of any
other jurisdiction, and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements. The securities mentioned herein have not
been and will not be qualified for distribution to the public under
applicable Canadian securities laws and, accordingly, any offer and
sale of the securities in Canada will be made on a basis which is
exempt from the prospectus and dealer registration requirements of
such securities laws. The securities will be offered and sold in
Canada on a private placement basis only to "accredited investors"
pursuant to certain prospectus exemptions.
Any redemption of the 2016 Notes will be made
pursuant to a notice of redemption under the indenture governing
the 2016 Notes.
FORWARD-LOOKING
STATEMENTS
This press release includes
forward-looking statements, which may involve, but are not limited
to: statements with respect to the Corporation's objectives,
guidance, targets, goals, priorities, market and strategies,
financial position, beliefs, prospects, plans, expectations,
anticipations, estimates and intentions; general economic and
business outlook, prospects and trends of an industry; expected
growth in demand for products and services; product development,
including projected design, characteristics, capacity or
performance; expected or scheduled entry-into-service of products
and services, orders, deliveries, testing, lead times,
certifications and project execution in general; competitive
position; and the expected impact of the legislative and regulatory
environment and legal proceedings on the Corporation's business and
operations; the Corporation's available liquidities and the
Corporation's capital raising plan, the completion and release of
the proceeds of the offering and the use of proceeds therefrom; the
impact of the offering on the Corporation's operations,
infrastructure, opportunities, financial condition, access to
capital and overall strategy; the receipt of required regulatory
and other approvals, including shareholder approval; and the
anticipated timing of the shareholders' meeting. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "anticipate", "plan", "foresee", "believe", "continue",
"maintain" or "align", the negative of these terms, variations of
them or similar terminology. By their nature, forward-looking
statements require management to make assumptions and are subject
to important known and unknown risks and uncertainties, which may
cause actual results in future periods to differ materially from
those forecasted. While management considers these assumptions to
be reasonable and appropriate based on information currently
available, there is risk that they may not be accurate. Certain
important assumptions by the Corporation or its consultants in
making forward-looking statements include, but are not limited to:
the satisfaction of the Escrow Release Condition; the satisfaction
of all conditions to the completion, effectiveness or availability,
as the case may require, of the offering; the successful completion
of the offering; and the Corporation's ability to consummate the
offering. For additional information with respect to the
assumptions underlying the forward-looking statements made in this
press release, refer to the respective Guidance and forward-looking
statements sections in Aerospace and in Transportation in the
Management's Discussion and Analysis (MD&A) of the
Corporation's financial report for the fiscal year ended December
31, 2014.
Certain factors that could cause
actual results to differ materially from those anticipated in the
forward-looking statements include, but are not limited to, risks
associated with general economic conditions, risks associated with
the Corporation's business environment (such as risks associated
with the financial condition of the airline industry and major rail
operators), operational risks (such as risks related to developing
new products and services; doing business with partners; product
performance warranty and casualty claim losses; regulatory and
legal proceedings; the environment; dependence on certain customers
and suppliers; human resources; fixed-price commitments and
production and project execution), risks relating to the
Corporation's ability to implement its capital raising plan and
mitigate potential liquidity underperformance; financing risks
(such as risks related to liquidity and access to capital markets,
exposure to credit risk, certain restrictive debt covenants,
financing support provided for the benefit of certain customers and
reliance on government support); the Escrow Release Condition not
being satisfied; and market risks (such as risks related to foreign
currency fluctuations, changing interest rates, decreases in
residual values and increases in commodity prices). For more
details, see the Risks and uncertainties section in Other in the
MD&A of the Corporation's financial report for the fiscal year
ended December 31, 2014. Readers are cautioned that the foregoing
list of factors that may affect future growth, results and
performance is not exhaustive and undue reliance should not be
placed on forward-looking statements. The forward-looking
statements set forth herein reflect management's expectations as at
the date of this press release and are subject to change after such
date. Unless otherwise required by applicable securities laws, the
Corporation expressly disclaims any intention, and assumes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
Isabelle Rondeau
Director, Communications
Bombardier Inc.
+514 861 9481
Shirley Chenier
Senior Director, Investor Relations
Bombardier Inc.
+514 861 9481
This announcement is distributed by NASDAQ OMX
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Bombardier Inc. via Globenewswire
HUG#1898420