Bombardier Inc. completes US$2B senior notes financing

On March 7, 2019, Bombardier completed its issuance and sale of US$2.0 billion aggregate principal amount of its new 7.875% Senior Notes due 2027 (the “Notes”) (the “Notes Offering”). The proceeds of the Notes Offering were used to finance Bombardier’s tender offers (collectively, the “Tender Offers”) for (i) all of its outstanding 7¾% Senior Notes due 2020 (the “2020 Notes”), which was completed on March 7, 2019, and (ii) up to US$975 million aggregate purchase price of its outstanding 6⅛% Senior Notes due 2021 (the “6⅛ Notes”) and 8.750% Senior Notes due 2021 (the “8.750 Notes,” together with the 6⅛ Notes, the “2021 Notes”), to be completed on March 29, 2019, and to pay related fees and expenses.

The initial purchasers’ syndicate for the Notes Offering was led by Citigroup (lead left), and included J.P. Morgan, BNP PARIBAS, BofA Merill Lynch, Deutsche Bank Securities, Goldman Sachs & Co. LLC, National Bank of Canada Financial Markets, NatWest Markets, TD Securities, UBS Investment Bank, COMMERZBANK, Credit Agricole CIB, Credit Suisse and Natixis, as joint book-running managers, BBVA and Morgan Stanley as senior co-managers and ABN AMRO, The Williams Capital Group, L.P., Desjardins Capital Markets, Lloyds Securities and UniCredit Capital Markets as co-managers. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC served as dealer managers for the Tender Offers.

Bombardier’s in-house team was led by Daniel Desjardins, Senior Vice President, General Counsel and Corporate Secretary, together with Chantal Robitaille, Head of Legal Services, Corporate Office and Assistant Secretary, Corinne Bélair, Director, Legal Services, Daniel Khazzam, Legal Counsel, and Sibylle Ferreira, Legal Counsel. Norton Rose Fulbright Canada LLP acted as counsel to Bombardier through its offices in Montréal, New York, London and Hamburg. Norton Rose Fulbright’s team was led by Paul Raymond and included Pete Wiazowski, Lady Africa Sheppard, Rachel Lesmerises, Julia Godolphin and Alexane Samson in Montréal; Chris Hilbert, James Lacey and Jackie Kim in New York; Klaus von Gierke in Hamburg; and Mark Lloyd Williams, Matthew Eccles and Marley Ali in London. Jules Charette advised regarding Canadian tax matters, and Michael Flamenbaum and Sheldon Elefant advised on US tax matters.

Davis Polk & Wardwell LLP acted as United States counsel for the initial purchasers with respect to the Notes Offering, with a team that included Byron Rooney, Roderick Miller, Rahim Manji and Dmitriy Molchanov (Corporate and Securities) and Michael Farber (US Tax). Mark Michigan of Greenberg Traurig, LLP acted for Deutsche Bank Trust Company Americas, the global trustee.

Stikeman Elliott LLP acted as Canadian counsel to the initial purchasers with respect to the Notes Offering, with a team that included Jean Marc Huot, David Tardif, Karine Bilodeau, Loïc Sanscartier and Erick Lauzière (Corporate and Securities), and Franco Gadoury and Philippe Kattan (Tax).