Bombardier Completes Refinancing and Debt Tender Offer

On March 29, 2010, Bombardier completed its issuance and sale of US$1.5 billion aggregate principal amount new senior notes, comprised of US$650 million aggregate principal amount of Senior Notes due 2018, which carry a coupon of 7.50 per cent sold at par, and US$850 million aggregate principal amount of Senior Notes due 2020, which carry a coupon of 7.75 per cent sold at par.

Bombardier used a portion of the net proceeds of this issuance to fund its cash tender offer to repurchase US$1 billion aggregate principal amount of its 6.75 per cent Notes due 2012, 6.30 per cent Notes due 2014 and Floating Rate Senior Notes due 2013, which closed on April 13, 2010, and the remainder for general corporate purposes. This complex dual-currency, dual clearing-system debt tender offer employed a three-tranche priority cascade among the subject series of bonds.

The syndicate for the offering of the senior notes was led by J.P. Morgan Securities Inc., Deutsche Bank Securities and UBS Securities LLC as joint book-running managers. The dealer managers for the tender offer were J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch.

Bombardier's in-house team was led by Daniel Desjardins, Senior Vice President and General Counsel, Alain Doré, Senior Director, Legal Services and Isabel Desmarais, Legal Counsel. Bombardier was represented by Ogilvy Renault LLP and Sidley Austin LLP. The Ogilvy Renault team was composed of Paul Raymond, Solomon Sananes, Peter Wiazowski, Amélie Métivier and Nicholas Cerminaro (corporate finance and securities) and Jules Charette and Dominic Castonguay (tax). The Sidley Austin team was composed of Christopher Hilbert, Edward Ricchiuto, Alexi Poretz, Benjamin Bluman and Neil Horner (corporate finance and securities) and Jacob Amato III and Nicholas Brown (tax).

The joint book-running managers for the note financing and the dealer managers for the tender offer were represented by Davis Polk & Wardwell LLP in respect of US law matters, with a team composed of Richard Truesdell Jr., Wendi Hoeben, Andreea Stan, Carlo Caponi and Stefan Neata (capital markets); Michael Farber and Arie Rubenstein (tax); and Gail Flesher and Elisabeth Mountainspring (environmental). Stikeman Elliott LLP acted for the joint book-running managers and dealer-managers in respect of Canadian law matters, with a team composed of Jean Marc Huot, David Massé (corporate finance and securities); and Franco Gadoury and Mathieu Halpin (tax).