Bombardier Announces Cash Tender Offer for Certain Outstanding Senior Notes - Seite 2

Notes due 2023   097751BF7 / US097751BF74   C10602AW7 / USC10602AW79   $1,250,000,000   $250,000,000   3   $1,015.00   $30.00   $1,045.00

(1)	Per $1,000 principal amount of Notes accepted for purchase.
(2)	Excludes accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
(3)	Includes the applicable Early Tender Payment.
(4)	The Acceptance Priority Level will be applied separately at the Early Tender Date and at the Expiration Date.

The Tender Offer will expire at 11:59 p.m. New York City time, on April 16, 2021 unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Registered holders (each, a "Holder" and collectively, the "Holders") of the Notes must validly tender their Notes at or before 5:00 p.m., New York City time, on April 2, 2021 (such date and time, including as extended or earlier terminated, the "Early Tender Date") in order to be eligible to receive the Early Tender Payment in addition to the Tender Offer Consideration (as defined below).

Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 2, 2021, unless extended or earlier terminated (the “Withdrawal Deadline”), and not thereafter, except in limited circumstances where withdrawal rights may be required by applicable law.

The Notes will be purchased in accordance with the "Acceptance Priority Level" (in numerical priority order) as set forth in the table above (the "Acceptance Priority Level"), with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 3 being the lowest, and possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) will be determined in accordance with the terms of the Tender Offer; provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered at or prior to the Early Tender Date.