SÃO PAULO, July 25,
2023 /PRNewswire/ -- Embraer S.A. ("Embraer")
(NYSE: ERJ) announces commencement of an offer to purchase for
cash outstanding 6.950% senior unsecured guaranteed notes due 2028
(the "2028 Notes"), 5.050% senior unsecured guaranteed notes due
2025 (the "2025 Notes"), and 5.400% senior unsecured guaranteed
notes due 2027 (the "2027 Notes"), as set forth in the table below
(all such notes, collectively, the "Notes" and each a "series" of
Notes), issued by Embraer Netherlands Finance B.V. ("Embraer
Finance"), unconditionally and irrevocably guaranteed by Embraer,
in an amount representing up to US$500.0
million in aggregate principal amount (in each case, subject
to increase or decrease by Embraer, in its sole discretion, the
"Maximum Tender Amount") (the "Tender Offer"), for the applicable
consideration set forth in the following table:
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Payment per US$1,000
Principal Amount of Notes
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Title of
Security
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CUSIP /
ISIN
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Principal
Amount
Outstanding
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Acceptance
Priority
Level
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Tender Offer
Consideration(1)
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Early
Tender
Payment
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Total
Consideration (1)(2)
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6.950% Senior
Unsecured
Guaranteed Notes
due 2028
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Regulation S:
N29505 AA7 /
USN29505AA70
Rule 144A: 29082H
AC6 /
US29082HAC60
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US$714,000,000
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1
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US$985.00
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US$30.00
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US$1,015.00
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5.050% Senior
Unsecured
Guaranteed Notes
due 2025
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29082H AA0 /
US29082HAA05
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US$420,867,000
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2
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US$960.00
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US$30.00
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US$990.00
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5.400% Senior
Unsecured
Guaranteed Notes
due 2027
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29082HAB8 /
US29082HAB87
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US$730,000,000
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3
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US$956.25
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US$30.00
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US$986.25
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(1)
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Excludes accrued and
unpaid interest up to, but not including, the applicable Settlement
Date (as defined herein) ("Accrued Interest"), which will be paid
in addition to the Tender Offer Consideration or Total
Consideration, as applicable.
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(2)
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Includes the Early
Tender Payment.
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Information on the Tender Offer
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City time, on August 22, 2023,
unless extended or earlier terminated by Embraer (such time
and date, as it may be extended, the "Expiration Date"). Holders of
Notes who validly tender (and do not validly withdraw) their Notes
at or prior to 5:00 p.m.,
New York City time, on
August 7, 2023, unless extended by
Embraer (such time and date, as it may be extended, the "Early
Tender Date") will be eligible to receive the applicable Total
Consideration for such Notes, which includes the Early Tender
Payment, plus the applicable Accrued Interest. Holders of
Notes who validly tender their Notes after the Early Tender Date
but at or prior to the Expiration Date in the manner described in
the Offer to Purchase dated July 25,
2023, and relating to the Tender Offer (the "Offer to
Purchase") will not be eligible to receive the Early Tender Payment
and will therefore only be eligible to receive the applicable
Tender Offer Consideration, plus the applicable Accrued
Interest. Validly tendered Notes may be validly withdrawn at any
time prior to the Early Tender Date but not thereafter, except as
may be required by applicable law (as determined by Embraer).
If the aggregate principal amount of a series of Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date or the Expiration Date, as the case may be, represents
consideration that exceeds the Maximum Tender Amount, based on the
order of priority (the "Acceptance Priority Level") for such series
of Notes set forth in the table above and as otherwise described in
the Offer to Purchase, a prorated amount of Notes of such
series validly tendered (and not validly withdrawn) by holders at
or prior to the Early Tender Date or the Expiration Date, as the
case may be, will be accepted for purchase.
Settlement
Holders of Notes that have validly tendered and not validly
withdrawn their Notes at or prior to the Early Tender Date and
whose Notes are accepted for purchase shall, if Embraer so elects,
receive the applicable Total Consideration, plus the
applicable Accrued Interest, on the early settlement date, which
date will be three business days following the Early Tender Date
but before the Expiration Date (the "Early Settlement Date"). If
Embraer does not, in its sole discretion, elect to pay for such
tendered Notes prior to the Expiration Date, then the Early
Settlement Date will be the same as the final settlement date,
which date will be two business days following the Expiration Date
(the "Final Settlement Date" and, together with the Early
Settlement Date, each a "Settlement Date").
Conditions to the Tender Offer
Embraer's obligation to purchase Notes in the Tender Offer is
conditioned on the satisfaction or waiver of a number of
conditions, including the receipt by us of proceeds from a proposed
debt financing on terms reasonably satisfactory to Embraer's sole
discretion and subject to applicable law (the "Debt Financing"), as
described in the Offer to Purchase. The Tender Offer is not
conditioned upon the tender of any minimum principal amount of
Notes of such series or of the other series. However, the Tender
Offer is subject to the Maximum Tender Amount. Embraer reserves the
right, but is under no obligation, to increase or decrease the
Maximum Tender Amount at any time, subject to compliance with
applicable law. In the event of a termination of the Tender Offer,
neither the applicable consideration nor Accrued Interest will be
paid or become payable to the holders of the applicable series of
Notes, and the Notes tendered pursuant to the Tender Offer will be
promptly returned to the tendering holders. Embraer has the right,
in its sole discretion, to not to accept any tenders of Notes for
any reason and to amend or terminate the Tender Offer at any
time.
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 such affiliate may determine (or as may be provided for
in the respective indenture governing the Notes), which may be more
or less than the applicable 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 2025 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 its affiliates may
choose to pursue in the future.
For More Information
The terms and conditions of the Tender Offer are described in
the Offer to Purchase. Copies of the Offer to Purchase are
available to holders of the Notes from D.F. King &
Co., Inc., the tender agent and information agent for the Tender
Offer (the "Tender and Information Agent"). Requests for copies of
the Offer to Purchase should be directed to the Tender and
Information Agent at +1 (877) 732-3619 (toll free) and +1
(212) 269-5550 (collect) or by e-mail to
embraer@dfking.com.
Embraer has engaged Credit Agricole Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co.
LLC, MUFG Securities Americas Inc., Natixis Securities Americas
LLC, PNC Capital Markets LLC, Santander US Capital Markets LLC and
UBS Securities LLC. Questions regarding the terms of the Tender
Offer may be directed to Credit Agricole Securities (USA) Inc., at + 1 (866) 807-6030; Itau BBA
USA Securities, Inc., at +1 (212)
710-6749; Morgan Stanley & Co. LLC, at +1 (212) 507-8999; MUFG
Securities Americas Inc., at +1 (646) 434-3455 or +1 (212)
405-7481; Natixis Securities Americas LLC, at +1 (212) 698 3108;
PNC Capital Markets LLC, at +1 (855) 881-0697; Santander US Capital
Markets LLC, at +1 (212) 940-1442; UBS Securities LLC, at +1 (212)
713-4715.
Disclaimer
None of Embraer, the Dealer Managers, the Tender and Information
Agent, the trustee for the Notes or any of their respective
affiliates is making any recommendation as to whether holders
should or should not tender any Notes in response to the Tender
Offer or expressing any opinion as to whether the terms of the
Tender Offer are fair to any holder. Holders of the Notes must make
their own decision as to whether to tender any of their Notes and,
if so, the principal amount of Notes to tender. Please refer to the
Offer to Purchase for a description of the offer terms, conditions,
disclaimers and other information applicable to the Tender
Offer.
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 is being made solely by
means of the Offer to Purchase. Embraer is making the Tender Offer
only in those jurisdictions where it is legal to do so. The Tender
Offer is not being 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 will be deemed to be made on
behalf of Embraer 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 Securities Act 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.