SÃO PAULO, July 27,
2023 /PRNewswire/ -- Embraer S.A. ("Embraer")
(NYSE: ERJ) informs that it has amended the Maximum Tender
Amount of the previously announced 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" together with the 2028 Notes and 2025
Notes, the "Notes"), issued by Embraer Netherlands Finance B.V.
("Embraer Finance"), unconditionally and irrevocably guaranteed by
Embraer (the "Tender Offer"), initially in an amount representing
up to US$500.0 million in aggregate
principal amount ("Maximum Tender Amount").
Embraer has amended the Maximum Tender Amount for up to
US$750.0 million in aggregate
principal amount. Except for the change with respect to the Maximum
Tender Amount, there are no other modifications being made with
respect to the Tender Offer. The complete terms and conditions of
the Tender Offer are set forth in the offer to purchase dated
July 25, 2023, as amended with
respect to the Maximum Tender Amount by this press release (the
"Offer to Purchase").
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.