Case 2:19-ap-01147-SK Doc 91 Filed 03/09/20 Entered 03/09 ...

DLA PIPER LLP (US)LOS A NG EL ES

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ROBBIN L. ITKIN (SBN 117105) [email protected] DLA PIPER LLP (US) 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, California 90067-4704 Tel: (310) 595-3000 Fax: (310) 595-3300

JOHN K. LYONS (Pro Hac Vice) [email protected] JEFFREY S. TOROSIAN (Pro Hac Vice) [email protected] JOSEPH A. ROSELIUS (Pro Hac Vice) [email protected] DLA PIPER LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 Tel: (312) 368-4000 Fax: (312) 236-7516

Attorneys for Jonathan D. King as Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

LOS ANGELES DIVISION

In re:

ZETTA JET USA, INC., a California corporation,

Debtor.

Lead Case No.: 2:17-bk-21386-SK

Chapter 7

Jointly Administered With: Case No.: 2:17-bk-21387-SK

Adv. Proc. No. 2:19-ap-01147-SK

DECLARATION OF JOHN K. LYONS IN SUPPORT OF MOTION TO COMPEL BOMBARDIER AEROSPACE CORPORATION TO DEPOSIT FUNDS INTO THE COURT REGISTRY OR OTHER APPROPRIATE COURT CONTROLLED ACCOUNT OR, IN THE ALTERNATIVE, FOR A MANDATORY PRELIMINARY INJUNCTION REQUIRING DEPOSIT OF FUNDS INTO THE COURT REGISTRY OR OTHER APPROPRIATE COURT CONTROLLED ACCOUNT

Hearing Date: April 8, 2020 Time: 10:30 a.m. (PDT) Courtroom: 1575

255 East Temple Street Los Angeles, CA 90012

Objection Deadline: March 25, 2020

In re:

ZETTA JET PTE, LTD., a Singaporean corporation,

Debtor.

JONATHAN D. KING, solely in his capacity as Chapter 7 Trustee of Zetta Jet USA, Inc. and Zetta Jet PTE, Ltd.

Plaintiff,

v.

CAVIC AVIATION LEASING (IRELAND) 22 CO. DESIGNATED ACTIVITY COMPANY; and BOMBARDIER AEROSPACE CORPORATION,

Defendants.

Case 2:19-ap-01147-SK Doc 91 Filed 03/09/20 Entered 03/09/20 12:09:17 DescMain Document Page 1 of 3

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I, John K. Lyons, declare and state:

1. I am over 18 years of age. I have personal knowledge of the facts set forth in this

declaration (the “Declaration”), and, if called as a witness, could and would testify competently with

respect thereto;

2. I am a partner of the law firm DLA Piper LLP (US) and counsel to the duly

appointed Chapter 7 trustee, Jonathan D. King (“Trustee”), in the jointly administered bankruptcy

cases of Zetta Jet USA, Inc. (“Zetta USA”) and Zetta Jet PTE, Ltd. (“Zetta PTE”, and together

with Zetta USA, the “Debtors”). I am licensed to practice law in the State of Illinois. I submit

this Declaration in support of the Motion to Compel Bombardier Aerospace Corporation to

Deposit Funds into the Court Registry or Other Appropriate Court Controlled Account or, in the

Alternative, for a Mandatory Preliminary Injunction Requiring Deposit of Funds into the Court

Registry or Other Appropriate Court Controlled Account (the “Motion”);1

3. Attached as Exhibit A to this Declaration is a printout of the article ‘50-50’

chance Bombardier will be in rail by 2025: Former Caisse exec, by Jeanie Tran and published

online by BNN Blomberg on January 17, 2020, available at www.bnnbloomberg.ca/50-50-

chance-bombardier-will-be-in-rail-by-2025-former-caisse-deputy-ceo-1.1375655.

4. Attached as Exhibit B to this Declaration is a printout of the article Bombardier’s

future in question after debt-reduction options being considered, published online by CTV News

on January 16, 2020, available at www.ctvnews.ca/business/bombardier-s-future-in-question-

after-debt-reduction-options-being-considered-1.4769981.

5. Attached as Exhibit C to this Declaration is a printout of the article Why

Bombardier (TSX:BBD.B) Stock Price Fell 36.3% in January, by Karen Thomas and published

online by MSN on February 3, 2020, available at www.msn.com/en-

us/money/savingandinvesting/why-bombardier-tsxbbdb-stock-price-fell-363percent-in-

january/ar-BBZBF1j.

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.



EXHIBIT A

Case 2:19-ap-01147-SK Doc 91-1 Filed 03/09/20 Entered 03/09/20 12:09:17 DescExhibit A Page 1 of 3



EXHIBIT B

Case 2:19-ap-01147-SK Doc 91-2 Filed 03/09/20 Entered 03/09/20 12:09:17 DescExhibit B Page 1 of 6

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Bombardier's future in question after debt-reduction options being considered

The Canadian Press StaffContact

Published Thursday, January 16, 2020 9:51AM EST

Last Updated Thursday, January 16, 2020 5:44PM EST

BUSINESS

Page 1 of 13Bombardier's future in question after debt-reduction options being considered | CTV News

3/9/2020https://www.ctvnews.ca/business/bombardier-s-future-in-question-after-debt-reduction-opti...


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MONTREAL -- The future of Bombardier Inc. is being called into question

after the company said it was actively considering alternatives to reduce its

staggering debt.

After exiting the commercial aircraft business, selling its aerostructures unit

and unloading a large tract of land in Toronto, the company said it is working

to reduce debt and "solve its capital structure." Bombardier's long-term debt

stood at more than US$9 billion as of Dec. 31, 2018.

"We are actively pursuing alternatives that would allow us to accelerate our

debt paydown. The objective is to position the business for long-term

success with greater operating and financial flexibility," it said in a news

release Thursday that warned about weaker financial results for 2019.

What that means is unclear, says Walter Spracklin of RBC Capital Markets.

Bombardier slashes outlook; pursues ways to boost balance sheet

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"What exactly this strategic alternative is constitutes the key 'wild card' in the

Bombardier stock," he wrote in a report, decreasing his target price by a third

to $2.

"The stock reaction reflects the ever-mounting liquidity concerns, with many

investors we talked to doubtful as to whether there is a solution."

The company's language suggests some urgency that can't be resolved by

just pushing out debt maturities, added Seth Seifman of JP Morgan.

"This suggests to us the potential to pursue strategic options, including a

breakup and sale of all or part of the company," he wrote. "It may include one

or both of Bombardier's two major businesses: bizjets and trains."

Cameron Doerksen of National Bank Financial says aviation would be the

most likely candidate for sale since transportation is a better stand-alone

business.

"Our math shows that if Bombardier did sell its aviation segment and used

the proceeds to de-lever and reacquire the Caisse de depot's stake in

Transportation, based on where pure-play rail equipment OEMs trade today,

Bombardier shares could be worth $3.87," he wrote. The pension fund

manager holds a 30 per cent stake in Bombardier Transportation.

The Caisse declined to indicate if it is interested in purchasing more of the

transportation unit, saying only that it supports "the continuing work of

Bombardier Transportation's management team to improve the subsidiary's

operating performance -- including the actions taken to address certain

legacy projects."

Bombardier's shares plunged 31.8 per cent to their lowest level in nearly four

years following its release, which pointed to a possible withdrawal from a

partnership with Airbus in the commercial aircraft previously called the C

Series. The stock closed down 57 cents to $1.22 in heavy trading of 60.2

million shares on the Toronto Stock Exchange.




The financial miss is mainly due to actions taken to resolve challenging rail

projects, the timing of milestone payments and new orders and the delivery

of four business jets slipping into the first quarter of 2020, the company said.

It said it is reassessing its ongoing participation in the Airbus partnership

about two years after giving up a controlling stake in the program to Europe-

based Airbus SE.

Airbus owns 50.06 per cent of the joint venture, Bombardier 33.58 per cent

and Quebec 16.36 per cent after injecting US$1 billion in 2016.

While the A220 program is gaining orders as it proves its value, additional

cash will be required to support the ramp-up of production, a delay in

reaching break-even and lower returns over the life of the program, it said in

a preliminary announcement of its fourth-quarter and 2019 results set to be

released Feb. 13.

"This may significantly impact the joint venture value," Bombardier said,

adding it will disclose any writedown next month.

Bombardier said it expects consolidated revenue for 2019 to total about

US$15.8 billion and consolidated adjusted earnings before interest, taxes,

depreciation and amortization of about US$830 million.

The company, which reports in U.S. dollars, had said in October it expected

revenue between $16.5 billion and $17 billion for the year and adjusted

earnings before interest, taxes, depreciation and amortization between $1.2

billion and $1.3 billion.

The company said it expects to earn zero adjusted EBITDA in the fourth

quarter on about $4.2 billion in revenues with losses in transportation offset

by earnings in aviation.




Consolidated free cash flow is expected to be around $1 billion in the fourth

quarter, about $650 million lower than anticipated. However, the shortfall is

expected to be recovered in 2020.

A total of 58 aircraft were delivered in the fourth quarter and 175 for the full

year, including 11 Global 7500s.

Industry analysts called the financial warning negative with some cutting their

price target for Bombardier's shares.

"The key question is how much closer is the company to solving these

issues, and what comfort can we get that new issues of similar scope and

magnitude will not recur," added Spracklin.

The operational issues of transportation and update on the A220 are

disappointing, said Benoit Poirier of Desjardins Securities.

"Nevertheless, we note that the value of the A220 program is not currently

reflected in Bombardier's stock and therefore management's decision to

review its strategic options for the program should unlock value through

deleveraging -- even at a depressed valuation," he wrote.

This report by The Canadian Press was first published Jan. 16, 2020.

RELATED IMAGES




EXHIBIT C

Case 2:19-ap-01147-SK Doc 91-3 Filed 03/09/20 Entered 03/09/20 12:09:17 DescExhibit C Page 1 of 4

Why Bombardier (TSX:BBD.B) Stock Price Fell 36.3% in

January

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Karen Thomas, MSc, CFA 2/3/2020

News out of Bombardier Inc. (TSX:BBD.B) in January has all but killed

any real hope that investors may have been holding on to for a rally in

Bombardier stock price. Last month highlighted once again the

company’s liquidity issues, and the company’s long-time struggle with

its three legacy rail projects.

© Provided by The Motley Fool, Inc little girl in pilot costume playing and dreaming of flying over the sky

Let’s take a closer look at the reasons why Bombardier stock price fell

a shocking 36.3% in January.

Bombardier pre-releases news of a lower than expected Q4

Fourth-quarter consolidated free cash flow is now expected to come in

at approximately $1 billion, $650 million lower than expected. As per © 2020 Microsoft Privacy & Cookies Terms of use

Page 1 of 6Why Bombardier (TSX:BBD.B) Stock Price Fell 36.3% in January

3/9/2020http://www.msn.com/en-us/money/savingandinvesting/why-bombardier-tsxbbdb-stock-pric...


the company, “This is largely due to the timing of cash inflows from

milestone payments on large transportation projects, and the later-

than-anticipated closing of certain orders.”

The Bombardier Transportation division will see new costs and capital

expenditures to address legacy issues that have plagued the division.

This will result in $250 million to $300 million in new costs and capital

expenditures, all with the aim of transforming the business.

The division’s free cash flow will be negative $500 million versus prior

expectations of around break-even. Persistent structural problems and

the company’s inability to get itself back on track remain concerning.

Bombardier reviewing strategic alternatives

The continued disappointments and charges and missed expectations

are made worse by the company’s heavily indebted capital structure.

While it’s true that Bombardier’s capital structure problem dates back

a long time now, management has now realized that they will need an

external force to save it from imploding.

While this is a new realization on the part of management, it seems

that Bombardier stock price has been reflecting this dire situation for

some time now.

Bombardier has gone from a stock market darling in the late nineties

to a perpetual dog, as persistent and non-relenting disappointments

have caused the stock to crash and burn, tumbling from highs of more

than $25 in its heyday to under $1.50 today.

This has been a steep and shocking fall, and while the company has at

least survived, it is a mere speck of what it once was, destroying

massive amounts of shareholder value in the process.

So which strategic alternatives is the company exploring? With long-

term debt of more than $9 billion and a debt to market capitalization

ratio of 200%, Bombardier is feeling the pressure.

The commercial aircraft business has already been sold, and other

transactions have been made to alleviate the pressure. Yet, here they

are, with the same problem.

Possibilities for the company include a break-up and sale of all or part

of the company. The business jet business is performing better than

the transportation business, but what action the company will take

remains uncertain.

The only thing that seems certain is that something needs to be done

to raise money and get Bombardier out of the high-debt, high-risk

situation it is in.

Foolish bottom line© 2020 Microsoft Privacy & Cookies Terms of use




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After such a huge drop in Bombardier stock price, one might be

tempted to go in and buy. In my view, however, this isn’t the right

course of action, as the stock remains a very speculative proposition.

In closing, I would like to remind foolish investors of our belief in

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More reading

Uh Oh! The Bombardier (TSX:BBD.B) Situation Got Even Worse!

Is Bombardier (TSX:BBD.B) Stock a Buy as a Takeover Play?

ALERT: 2 Top Canadian Stocks That Just Sent off a Buy Signal

2 Canadian Aerospace Stocks With Wildly Different Price Trends

TFSA Investors: Is Bombardier (TSX:BBD.B) Stock Now Oversold?

Fool contributor Karen Thomas has no position in any of the stocks

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EXHIBIT D

Case 2:19-ap-01147-SK Doc 91-4 Filed 03/09/20 Entered 03/09/20 12:09:17 DescExhibit D Page 1 of 5

Aerospace & Defense

I offer an insider’s view of the business of flight.

Airbus Buys Bombardier Out Of Commercial Aviation For $591 Million

Marisa Garcia Senior Contributor

Airbus and the government of Québec have become the sole owners of the

A220 program with the exit of Bombardier, which developed the plane but was

driven to the brink of bankruptcy by the spiraling costs of the ambitious

program. The deal marks Bombardier’s exit from commercial aviation, with

more divestitures expected as the Canadian manufacturer tries to reduce its

crushing debt load of $9.7 billion.

Page 1 of 8Airbus Buys Bombardier Out Of Commercial Aviation For $591 Million

3/9/2020https://www.forbes.com/sites/marisagarcia/2020/02/13/airbus-buys-bombardier-out-of-com...


10 July 2018, France, Toulouse: Airbus commercial aircraft CEO Guillaume Faury delivers a speech in ... [+] PICTURE

ALLIANCE VIA GETTY IMAGES

Bombardier will receive $591 million, net of adjustments, for its stake in the

A220 program, of which $531 million was paid at closing with $60 million to be

paid in installments through 2021. Bombardier also said the deal will allow it

avoid paying roughly $700 million it would have been on the hook for to fund

an expansion of production of the 100- to 150-seat single aisle plane.

Bombardier gave Airbus a 50.01% share in the program, formerly known as the

CSeries, in 2017, to stem the financial bleeding. The cost of developing the

plane had almost doubled to $6 billion and sales had been disappointing amid

a fierce competitive response by Airbus and Boeing.

Today In: Aerospace & Defense

Through this transaction, which had immediate effect, Airbus holds 75% of

Airbus Canada. The Government of Québec has increased its holding to 25%

without further cash investment. Airbus can redeem the remaining government

stake by 2026.

Airbus has also acquired Bombardier’s work packages for the A220 and A330

which will be transferred to Airbus subsidiary Stelia Aerospace in Québec,

securing employment for 360 people. In all, Airbus will employ over 3,300

people in Québec.

Bombardier also announced a $1.7 billion loss for the fourth quarter and a $1.6

billion loss for the full year due to problems in its rail division.

Following the sale of its Q400 turboprop line to Viking Air and of its CRJ

regional jets to Mitsubishi Heavy Industries, the deal marks Bombardier’s exit

from commercial aviation. “We are incredibly proud of the many achievements

and tremendous impact Bombardier had on the commercial aviation industry,”

said Bombardier CEO Alain Bellemare. “We are equally proud of the




responsible way in which we have exited commercial aerospace, preserving jobs

and reinforcing the aerospace cluster in Québec and Canada.”

François Legault, the Premier of Québec, said: “We have succeeded in

protecting paying jobs and the exceptional expertise developed in Québec,

despite the major challenges we faced in this regard when we took office. ... By

opting to strengthen its presence here, Airbus has chosen to focus on our

talents and our creativity.”

Airbus expects the single-aisle market to continue growing, up to 70% of

projected global future demand for aircraft. At 100 to 150 seat capacity, the

A220 complements Airbus’ single aisle aircraft with capacity from 150-240

passengers.

The A220 program has proven successful for Airbus so far. Airbus reports total

cumulative net orders for the aircraft have increased by 64% from when the

European airframe manufacturer first acquired the program in July 1, 2018,

resulting in net orders of 658 units as of the end of January. A total of 107 A220

aircraft are currently in service with seven airlines on four continents. In 2019,

Airbus delivered 48 A220s and plans further ramp-up of production.

At the Singapore Air Show, Airbus announced that it had signed an

Memorandum of Understanding with Green Africa Airways, Nigeria’s Lagos-

based airline for 50 A220s.

Boeing’s planned acquisition of a majority stake in Embraer’s commercial

aviation unit, which would help the U.S. manufacturer compete in the regional

space with Airbus’ broader narrow-body catalog, has gained approval in Brazil

but is still facing anti-trust scrutiny in the EU.

Bombardier is also reported to be in talks to sell its rail division to Alstom and

its business jet division to Textron.




Follow me on Twitter or LinkedIn. Check out my website.

Marisa Garcia

I worked in aviation from 1994-2010 before turning my experience to writing about airlines and

airports for leading industry and consumer publications in 2013. I’ve spent… Read More

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EXHIBIT E

Case 2:19-ap-01147-SK Doc 91-5 Filed 03/09/20 Entered 03/09/20 12:09:17 DescExhibit E Page 1 of 4

3/9/2020 Bombardier Inc. Class B Subordinate Voting Shares [BBD.B] | Bombardier Inc. Class B Subordinate Voting Shares Stock Price History | T…

https://web.tmxmoney.com/pricehistory.php?qm_symbol=BBD.B 1/3

Bombardier Inc. Class B Subordinate Voting Shares

TSX Exchange | Mar 9, 2020, 8:07 AM EDT | Real-time price

BBD.B $ 0.92 RTCHANGE-0.04 (-4.1667%)VOLUME15,277,513Day Low: 0.00Day High: 0.0052 Week Low: 0.8852 Week High: 2.93

Price History for Bombardier Inc. Class B Subordinate Voting Shares

Bombardier Inc. Class B Subordinate Voting Shares (BBD.B)

$ 0.92 -0.04 | -4.17%Bid: 0.89 x 128000 Ask: 0.89 x 122500March 6, 2020 4:00 PM EDT Volume: 15,277,513CAD | TORONTO STOCK EXCHANGE | REAL-TIME PRICE | MARKET CLOSED

Price History

Volume

0.75

1

1.25

1.5

1.75

2

Feb, 10Feb, 12

Feb, 18Feb, 20

Feb, 24Feb, 26

Feb, 28Mar, 3

Mar, 5

2020-03-06 0.93 0.94 0.88 0.92 0.9109 15.28m -4.17% -0.04 13,915,800.00

# Trades: 5,826

Date Open High Low Close VWAP Volume % Chg $ Chg Trade Val


javascript:Week52Pop('week-low');

javascript:Week52Pop('week-high');



History Snapshot for Bombardier Inc. Class B Subordinate Voting Shares

Price History for Bombardier Inc. Class B Subordinate Voting Shares (BBD.B)

Symbol: BBD.B

Date: 2020-03-06

Unadj. Open: 0.93

Unadj. High: 0.94

Unadj. Low: 0.88

Unadj. Close: 0.92

VWAP: 0.9109

Volume: 15.28m

$ Chg: -0.04

% Chg: -4.17%

Showing 1 to 19 of 19 entries 1

2020-03-05 1.00 1.02 0.93 0.96 0.9684 13.18m -4.95% -0.05 12,762,882.00

2020-03-04 1.05 1.05 1.00 1.01 1.0193 7.88m -1.94% -0.02 8,037,103.00

2020-03-03 1.10 1.11 1.00 1.03 1.0472 11.82m -2.83% -0.03 12,373,762.00

2020-03-02 1.02 1.09 0.98 1.06 1.0403 28.33m 10.42% 0.10 29,756,106.00

2020-02-28 1.07 1.09 0.95 0.96 0.9908 38.08m -14.29% -0.16 37,742,115.00

2020-02-27 1.18 1.20 1.07 1.12 1.1219 8.86m -5.08% -0.06 9,940,690.00

2020-02-26 1.21 1.225 1.17 1.18 1.1824 22.38m -1.67% -0.02 26,461,080.00

2020-02-25 1.21 1.31 1.18 1.20 1.2312 12.07m -0.83% -0.01 14,856,551.00

2020-02-24 1.15 1.245 1.15 1.21 1.1994 11.03m -3.20% -0.04 13,223,391.00

2020-02-21 1.39 1.39 1.24 1.25 1.2746 22.64m -10.71% -0.15 28,857,543.00

2020-02-20 1.45 1.48 1.40 1.40 1.4259 9.92m -4.11% -0.06 14,150,925.00

2020-02-19 1.49 1.56 1.43 1.46 1.4902 10.92m -2.01% -0.03 16,278,168.00

2020-02-18 1.81 1.82 1.42 1.49 1.5704 40.34m -9.70% -0.16 63,354,751.00

2020-02-14 1.64 1.74 1.57 1.65 1.6534 17.67m -1.20% -0.02 29,215,536.00

2020-02-13 1.58 1.72 1.43 1.67 1.588 32.28m 6.37% 0.10 51,261,286.00

2020-02-12 1.44 1.57 1.40 1.57 1.512 29.81m 10.56% 0.15 45,064,531.00

2020-02-11 1.49 1.50 1.40 1.42 1.4366 11.40m -5.33% -0.08 16,382,981.00

2020-02-10 1.50 1.52 1.465 1.50 1.4961 13.50m 2.04% 0.03 20,195,109.00

Date Open High Low Close VWAP Volume % Chg $ Chg Trade Val




g

Trade Val: 13,915,800.00

# Trades: 5,826

Copyright © QuoteMedia. Data delayed 15 minutes unless otherwise indicated. View delay times for all exchanges.Market Data powered by QuoteMedia. See the QuoteMedia Terms of Use.


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