Consent Solicitation of 7.35% Debentures due 2026
Bombardier is asking 2026 Holders to consent to an amendment to its indenture to include a permitted lien basket, a standard provision already found in its other indentures. This change does not affect your interest rate, maturity, principal, or payment rights.
Consent Fees: CDN $ 1 per CDN $1,000 principal amount, if you validly deliver your consent by the Consent Deadline and do not revoke it before the Consent Deadline.
Consent Deadline extended to 5:00 p.m., Eastern time, on April 10, 2026
*Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, other nominee or CDS Participant may establish its own earlier deadline for participation in the Consent Solicitations. Accordingly, beneficial owners wishing to provide a Consent pursuant to the Consent Solicitations should contact their broker, dealer, commercial bank, trust company, other nominee or CDS Participant as soon as possible in order to determine the time by which such owner must take action in order to so participate.
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Highlights
The purpose of each Consent Solicitation is to obtain, on or prior to the applicable Consent Deadline, consents to an amendment to the applicable Indenture in order to include in those Indentures the permitted lien basket provision that is included in Bombardier’s other existing indentures.
Holders will receive a Cash Consent Payment
Cdn$1.00 per Cdn$1,000 principal amount if you deliver a valid consent by the Consent Deadline, do not revoke it before the Effective Time, and the amendment of the Indenture becomes effective. Payment is made promptly after the Consent Deadline through CDS.
No Change to Your Debenture’s Economics
Your interest rate, maturity date, principal amount, redemption provisions, and payment obligations remain unchanged. Only covenant language is being updated.
Alignment With Bombardier’s Other Indentures
Adds the permitted lien basket already included in Bombardier’s other outstanding indentures, keeping these debentures consistent with the rest of the Company's capital structure.
How to Participate
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Review the Consent Solicitation materials for details on the proposed amendments and key dates.
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Submit your consent through your broker, bank or other intermediary, as instructions cannot be delivered directly to the Company.
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Act early, as intermediaries may require instructions before the stated deadlines.
Questions and Answers
The purpose of the Consent Solicitation is to obtain, on or prior to the Consent Deadline, Consents to an amendment to the Indenture in order to include the permitted lien basket provision that is included in Bombardier’s other existing indentures (the Proposed Amendments).
The Consent Solicitation relate to the Canadian Notes, being the 7.35% Debentures due 2026.
If you validly deliver (and do not revoke) your Consent in favor of the Proposed Amendments on or prior to the Consent Deadline, and the Proposed Amendments for the Canadian Notes become effective, you will be entitled to receive a cash consent payment of Cdn$1.00 per $1,000 principal amount of Canadian Notes (the Consent Payment).
The Consent Payment will be paid promptly after the Consent Deadline through the facilities of CDS. Holders of the Canadian Notes (the Holders) who do not deliver a Consent, or who deliver a Consent after the Consent Deadline, will not receive the Consent Payment but will be bound by the Proposed Amendments if they become effective.
Pursuant to the Consent Solicitation, the Company is soliciting Consents to an amendment to the Indenture in order to include the permitted lien basket provision that is included in Bombardier’s other existing indentures.
The Company requests that Holders of Canadian Notes, by delivery of their Consents, consent to the following changes to the Indenture, together with such ancillary changes as may be required or appropriate to give effect to such changes and to the Proposed Amendments:
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The following permitted lien basket provision, that exists in Bombardier’s other existing indentures, will be added as a new Section 1005(i) in the Indenture:
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“any Charge with respect to obligations that do not exceed the greater of (x) $1.0 billion and (y) 15% of Consolidated Net Tangible Assets at any one time outstanding”
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The period at the end of Section 1005(h) of the Indenture shall be deleted and replaced with “; or”
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The following definition of “Consolidated Net Tangible Assets” will be added to the Indenture:
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“Consolidated Net Tangible Assets” means, as of any date of determination, the total assets shown on the consolidated quarterly or annual statement of financial position (balance sheet) of Bombardier as of the most recent date for which such a quarterly or annual statement of financial position (balance sheet) is available, deducting therefrom (i) current liabilities excluding Indebtedness for Borrowed Money and (ii) goodwill, patents, trade names, trademarks, copyrights, and any other assets properly classified as intangible assets other than, in each case, Aerospace program tooling, determined on a consolidated basis in accordance with GAAP.
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If the Proposed Amendments are approved, the Company intends to execute, and expects the trustee to execute, the Supplemental Indenture promptly following such approval pursuant to which the Proposed Amendments will become effective under the Indenture.
If the Proposed Amendments become effective, they will be binding on all Holders of Canadian Notes and their transferees, regardless of whether such Holders have consented to the Proposed Amendments.
If the Proposed Amendments come into force, then the Canadian Notes will continue to be governed by the terms of their Indenture, subject to the Proposed Amendments.
The Proposed Amendments will become effective upon receipt of the Requisite Consents and the execution of the Supplemental Indenture (the Effective Time), which may occur prior to the Consent Deadline if the Requisite Consents are received before then. Once the Requisite Consents are obtained, the Company intends to execute a Supplemental Indenture and to deliver it to the trustee for execution.
Once effective, the Proposed Amendments are binding on all Holders of Canadian Notes and their transferees, regardless of whether they personally consented.
If you don’t deliver a Consent, it is as if you chose not to consent to the Proposed Amendments for your Canadian Notes.
No. Delivering a Consent does not affect your right to sell or transfer your Canadian Notes. If you provide a valid Consent by the Consent Deadline, you will receive the Consent Payment - unless you validly revoke your Consent.
If you are a beneficial owner whose Canadian Notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee, you must contact your nominee and instruct them to complete and deliver your Consent on or before the Consent Deadline.
The Consent Payment is a cash amount paid in CAD per $1,000 principal of Canadian Notes to Holders who have validly delivered (and not revoked) their Consent before the Consent Deadline, provided the Proposed Amendments become effective. Consents delivered after the Consent Deadline are not eligible for the Consent Payment unless the Company extends or waives such deadline.
(1) The Requisite Consents must be received (and not validly revoked) by the Consent Deadline, and
(2) there must be no law, regulation, injunction, action or other proceeding (pending or threatened) making the Proposed Amendments or the payment of the Consent Payment unlawful or invalid. The Company may waive these conditions at its discretion.
Yes, the Company may extend, amend, or terminate the Consent Solicitation at any time before the Proposed Amendments take effect, at its sole discretion.
Holders should provide instructions to their financial intermediaries (such as brokers or banks), who will enter those instructions into the CDSX system. Consents must be received and recorded by the Consent Deadline, and intermediaries may have earlier internal deadlines.
You can revoke your Consent at any time before the Withdrawal Deadline (the earlier of the time the Proposed Amendments become effective, and the Consent Deadline). For Canadian Notes, you must instruct your intermediary to amend your instruction in CDS. Once the Effective Time occurs, or after the Consent Deadline (if the Effective Time hasn’t occurred), Consents cannot be revoked.
Yes. If you revoke your Consent before the Effective Time, you can deliver a new Consent up until the Consent Deadline.
The Company has sole discretion to determine the validity of Consents and revocations and may reject any that don’t meet requirements. Deliveries are at your own risk; irregularities must be cured or waived for Consents or revocations to be valid. The Consent Solicitation is being made pursuant to the terms of the Consent Solicitation Statement, which contains additional information and should be reviewed in advance of giving your Consent.
You should contact your broker, dealer, bank, trust company, or other nominee if your Canadian Notes are held through them. For specific questions about the Consent process, refer to the Canadian Information and Tabulation Agent listed below.
Requests for assistance in delivering Consents or for additional copies of this Consent Solicitation Statement or other related documents should be directed to the Canadian Information and Tabulation Agent.
The Canadian Information and Tabulation Agent for the Consent Solicitation is:
Kingsdale Advisors| 120 Front Street East | 2nd Floor
Toronto, Ontario, M5A 4L9
North American Toll-Free: 1-855-682-2031
Call or Text : 437-561-5032
Email: corpaction@kingsdaleadvisors.com
Any questions and requests for assistance may be directed to your broker or other intermediary, or to the Solicitation Agents:
RBC Capital Markets
RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
RBC Dominion Securities Inc.
Royal Bank Plaza, North Tower
200 Bay Street, 2nd Floor
Toronto, Ontario M5J 2W7
Attn: Liability Management Group
Toll-Free: (877) 381-2099
U.S.: (212) 618-7843
Canada: (416) 842-6311
E-mail:
TD Securities
TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
TD Securities Inc.
222 Bay Street, 7th Floor
Toronto, Ontario M5K 1A2
Attn: Liability Management Group
Toll-Free: (866) 584-2096
U.S.: (212) 827-2842
Canada: (416) 982-2243
E-mail: LM@tdsecurities.com
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