Bombardier Inc. Completes $1.1b Equity Financing and Us$2.25B Senior Notes Financing and Related Liability Management Exercise





On February 27, 2015, Bombardier Inc. (Bombardier) closed its public offering of subscription receipts for aggregate gross proceeds of approximately $1.1 billion, which included the proceeds of the underwriters’ over-allotment option which was exercised in full (the Subscription Receipts) (the Subscription Receipts Offering).

The Subscription Receipts Offering was underwritten by a syndicate of underwriters led by National Bank Financial Inc., UBS Securities Canada Inc., CIBC and Citigroup Global Markets Canada Inc. The Subscription Receipts were issued by way of a prospectus supplement dated February 20, 2015, to Bombardier’s short form base shelf prospectus dated February 18, 2015. The proceeds of the Subscription Receipts Offering were held in escrow pending receipt of shareholder approval in connection with an increase of Bombardier’s authorized share capital.

On March 13, 2015, Bombardier completed its issuance and sale of US$2.25 billion aggregate principal amount of new senior notes in two tranches, comprised of 5.500 per cent Senior Notes due 2018 and 7.500 per cent Senior Notes due 2025 (collectively, the Notes) (the Notes Offering). The syndicate for the Notes Offering was led by J.P. Morgan, Barclays, BNP PARIBAS, BofA Merrill Lynch, COMMERZBANK, Credit Agricole CIB, Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co., Morgan Stanley, Natixis, RBS, and SOCIETE GENERALE, as joint book-running managers. The net proceeds of the Notes Offering were used to finance the redemption of all of Bombardier’s outstanding 4.25 per cent Senior Notes due January 2016, and, as to the remainder, for general corporate purposes.

Following a special meeting of Bombardier’s shareholders held on March 27, 2015, the net proceeds of the Subscription Receipts Offering were released to Bombardier and each Subscription Receipt was automatically exchanged into one Class B share (subordinate voting) in the capital of Bombardier. The escrowed proceeds of the Notes Offering were also released to Bombardier.

For all transactions, Bombardier’s in-house team was led by Daniel Desjardins, Senior Vice President, General Counsel and Corporate Secretary, together with Alain Doré, Senior Director, Legal Services, Chantal Robitaille, Senior Director, Legal Services and Assistant Secretary, and Corinne Bélair, Senior Legal Counsel.

Norton Rose Fulbright acted as Canadian and United States counsel to Bombardier through its offices in Montréal and New York, and provided local advice in Hamburg, Paris, London and Milan.

Norton Rose Fulbright’s team included Paul Raymond, Solomon Sananes, Pete Wiazowski, Amélie Métivier, Nicholas Cerminaro, Emmanuel Grondin, David Crandall, Catherine Tees and Andrei Molchynsky in Montréal, and Chris Hilbert, Manny Rivera, Peter Riddell and Sal Favuzza in New York. Jules Charette and Antoine Desroches advised regarding Canadian tax matters, and Michael Flamenbaum and Sheldon Elefant advised in respect of US tax matters.

With respect to the Notes Offering, Norton Rose Fulbright’s international team was composed of Nicolo Juvara and Alessandra Fratus (Milan), Klaus von Gierke and Katharina von der Heyde (Hamburg), David Carter (London) and Alexandre Roth and Philippe Monfort (Paris).

Stikeman Elliott LLP acted as Canadian counsel to the underwriters with respect to the Subscription Receipts Offering and to the initial purchasers with respect the Notes Offering, with a team that included Jean Marc Huot, David Massé, Olivier Godbout, Vincent Laurin and Karine Bilodeau (corporate/securities) and Franco Gadoury and Philippe Kattan (tax). Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as United States counsel to the underwriters on the Subscription Receipts Offering with a team including Christopher Cummings and Emelia Baack.

Davis Polk & Wardwell LLP acted as United States counsel for the initial purchasers with respect to the Notes Offering, with a team that included Richard Truesdell, Jr., Byron Rooney, Yasin Keshvargar, Alice Chen, Jennifer Wang and Paul Connell. Mark Michigan and Eve Mrozek of Greenberg Traurig, LLP acted for Deutsche Bank Trust Company Americas, the global trustee.