Bombardier closes the sale of a 30% stake in Bombardier Transportation

On February 11, 2016, Bombardier Inc. (Bombardier) closed the previously announced acquisition by Caisse de dépôt et placement du Québec (CDPQ) of a US$1.5 billion convertible share investment in Bombardier Transportation’s newly-created holding company, Bombardier Transportation (Investment) UK Ltd. (BT Holdco), which, following the completion of the previously-announced corporate reorganization, owns all of the assets of Bombardier’s Transportation business segment.

Furthermore, concurrently with the closing of the acquisition of a 30 per cent stake in BT Holdco and, as previously announced, Bombardier has issued to CDPQ warrants exercisable for a total number of 105,851,872 Class B shares (subordinate voting) in the capital of Bombardier. The warrants are exercisable for a period of seven years from the closing date at an exercise price per share equal to US $1.66, being the US dollar equivalent of C$2.21at the date of execution of the subscription agreement.

Bombardier’s in-house team was led by Daniel Desjardins, Senior Vice President, General Counsel and Corporate Secretary, and included Chantal Robitaille, Head of Legal Services, Corporate Office and Assistant Secretary, Nicholas Cerminaro, Director, Legal Services, Corinne Bélair, Senior Legal Counsel, Carolyn Nguyen, Senior Legal Counsel, and Simon Fugère Nadeau, Legal Counsel, for Bombardier Inc., and Sylvie Bourdon, Vice President, Group Governance and Vice President, General Counsel, Group Contracts, Legal Affairs, Bids Approval & Intellectual Property, Michaela Kay, Director Group M&A, Corporate Affairs & Anti-Trust, Carsten Carl, Director Contracts & Legal Affairs, and Sophie Laviolette, Director, Contracts and Legal Affairs, for Bombardier Transportation.

Norton Rose Fulbright acted as counsel to Bombardier through its offices in Canada, the United Kingdom and the United States, among others. Norton Rose Fulbright’s team included Paul Raymond, Eric Stevens, Peter Wiazowski, David Millette, Mathieu Deschamps, Marc Tremblay, Francis Legault, Amélie Métivier, Jules Charette, Jonathan Charron, Richard Wagner, Catherine Simard, David Crandall, Andrei Molchynsky, Zachary Frenkiel and Melanie Josepovici in Canada, Mark Lloyd Williams, Si Xuan Cai, Ian Giles, Edward Hunnisett and Dominic Stuttaford in the United Kingdom, and Chris Hilbert and Larry Francescki in the United States.

CDPQ’s legal team was led by Marie Giguère, Executive Vice-President, Legal Affairs and Secretariat, and Sophie Lussier, Senior Director, Legal Affairs, Investment. McCarthy Tétrault LLP acted as Canadian counsel to CDPQ, with a team that included Patrick Boucher, Stéphanie Lee, Sonia Struthers, Philippe Bélanger, James Farley, Jocelyn Perreault, Richard O’Doherty, Mathieu Dubord, John Boscariol, Christian Meighen, Marie-Soleil Landry, Charles-Antoine Soulière, Isabelle Nazon, Christopher Belval, Louis-Philippe Samson and Jacob Stone. David McAusland acted as senior strategic advisor. Freshfields Bruckhaus Deringer LLP acted as UK, German, US and international counsel to CDPQ, with a team that was led by corporate partners Laurie McFadden, Richard Thexton and Heiner Braun and corporate senior associates Keir MacLennan and Hendrik Braun. The Freshfields team also included Rafique Bachour (antitrust), Helen Lethaby (tax), Andrew Murphy and Howard Klein (employment and pensions), Peter Hall (banking) and Giles Pratt (IP and separation matters).