SÃO PAULO, July 3, 2023
/PRNewswire/ -- Embraer S.A. ("Embraer" or the "Offeror")
(NYSE: ERJ) announces the tender results of its previously
announced offer to purchase for cash any and all outstanding 5.050%
senior unsecured guaranteed notes due 2025 (the "Notes"), issued by
Embraer Netherlands Finance B.V., and fully, unconditionally and
irrevocably guaranteed by Embraer (the "Tender Offer").
The Tender Offer was made upon the terms and subject to the
conditions set forth in an offer to purchase, dated June 23, 2023 (the "Offer to Purchase"). Any
capitalized term used but not defined in this press release has the
respective meaning set forth in the Offer to Purchase.
Information regarding the Notes and the results of the Tender
Offer is summarized in the following table:
Title of
Security
|
|
CUSIP /
ISIN
|
|
Principal Amount
Outstanding Prior
to the Tender Offer
|
|
Principal Amount
Tendered
|
|
Principal Amount
Outstanding
Following the
Settlement Date
|
|
Purchase
Price(1)
|
5.050% Senior
Unsecured
Guaranteed Notes due
2025
|
|
29082H AA0 /
US29082HAA05
|
|
US$957,031,000
|
|
US$536,164,000
|
|
US$420,867,000
|
|
U.S.$990.00
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Holders will also be
paid accrued and unpaid interest from the applicable last interest
payment date up to, but not including, the Settlement Date (defined
below) ("Accrued Interest").
|
Information on the Tender Offer
The Tender Offer expired at 5:00
p.m., New York City time,
on June 29, 2023 (the
"Expiration Time"). The Offeror has accepted for purchase all of
the Notes validly tendered (and not validly withdrawn) in the
Tender Offer at or prior to the Expiration Time.
The Offeror intends to make payment in cash of an amount equal
to the Purchase Price, plus Accrued Interest, for all Notes
on July 5, 2023 (the "Settlement
Date").
Subsequent Redemptions or Repurchases
From time to time after consummation, termination or withdrawal
of the Tender Offer, Embraer or any of its affiliates may acquire
Notes that are not tendered or not accepted for purchase pursuant
to the Tender Offer through open-market purchases,
privately-negotiated transactions, tender offers, exchange offers,
redemptions or otherwise, upon such terms and at such prices as
Embraer or any of its affiliates may determine (or as may be
provided for in the respective indenture governing the Notes),
which may be more or less than the Purchase Price to be paid
pursuant to the Tender Offer and could be for cash or other
consideration. It is currently Embraer's intention, but Embraer is
under no obligation, to redeem the outstanding Notes via the
make-whole call following the consummation, termination or
withdrawal of the Tender Offer. There can be no assurance as to
which, if any, of these alternatives or combinations thereof
Embraer or any of its affiliates may choose to pursue in the
future.
Disclaimer
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any securities. The Tender Offer was made solely by means
of the Offer to Purchase. The Tender Offer was not made to holders
of the Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require any tender offer to be
made by a licensed broker or dealer, the Tender Offer was deemed to
have been made on behalf of the Offeror by the Dealer Managers or
one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
This press release may contain forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, including those related to the Tender Offer.
Forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future, and, accordingly, such results may differ from those
expressed in any forward-looking statements.
Embraer S.A.
Antonio Carlos
Garcia
Head of Investor Relations
+55 (11) 3040-6874
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SOURCE Embraer S.A.