SÃO PAULO, Aug. 8, 2023
/PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE:
ERJ) announces the early results of its previously announced
offer to purchase for cash up to US$750.0
million in aggregate principal amount (subject to increase
or decrease by Embraer in its sole discretion, the "Maximum Tender
Amount") of the 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") (all such
notes, collectively, the "Notes" and each a "series" of Notes),
issued by Embraer Netherlands Finance B.V. ("Embraer Finance") and
unconditionally and irrevocably guaranteed by Embraer (the "Tender
Offer"). Additionally, Embraer informs that it has amended the
Tender Offer Consideration and the Total Consideration for the 2025
Notes, including for the 2025 Notes holders who have already
tendered their notes, as set forth in the table below and Embraer
has, on this date, delivered notice of optional redemption of all
outstanding 2025 Notes.
The 2025 Notes will be redeemed on September 7, 2023 (the "Redemption Date") at a
redemption price (the "Redemption Price") equal to 100.00% of the
principal amount of the 2025 Notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date. 2025 Notes
held through The Depository Trust Company ("DTC") should be
surrendered for redemption in accordance with DTC's procedures
therefor. The Notice of Redemption of the 2025 Notes will be sent
to all registered holders on August 8,
2023. Interest on the 2025 Notes will cease to accrue on and
after the Redemption Date, subject to certain exceptions, and the
only remaining right of holders of the 2025 Notes is to receive
payment of the Redemption Price.
Except for the change with respect to the consideration for the
2025 Notes, 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 by the
press release dated July 27, 2023
(the "Offer to Purchase").
The following table sets forth the material terms of the Tender
Offer:
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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
Prior to the
Tender Offer
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Principal
Amount
Tendered
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Principal
Amount
Outstanding
Following the
Early
Settlement
Date
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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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189,346,000
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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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39,120,000
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420,867,000
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2
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US$1,000.00(3)
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US$0.00(4)
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US$1,000.00(5)
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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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204,327,000
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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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(3)
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Amended from US$960.00
to US$1,000.00.
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(4)
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Amended from US$30.00
to US$0.00.
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(5)
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Amended from US$990.00
to US$1,000.00.
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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 tendered (and did not validly withdraw) their
Notes at or prior to 5:00 p.m.,
New York City time, on
August 7, 2023 (such time and date,
the "Early Tender Date") were eligible to receive the applicable
Total Consideration for such Notes, which includes the Early Tender
Payment, plus the applicable Accrued Interest. Embraer has
accepted for purchase all of the Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date.
As of the Early Tender Date, US$189,346,000 in aggregate principal amount of
2028 Notes had been validly tendered (and not validly withdrawn) by
holders, US$39,120,000 in aggregate
principal amount of 2025 Notes had been validly tendered (and not
validly withdrawn) by holders, and US$204,327,000 in aggregate principal amount of
2027 Notes had been validly tendered (and not validly withdrawn) by
holders.
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 will only be eligible to receive
the applicable Tender Offer Consideration, plus the
applicable Accrued Interest.
If the aggregate principal amount of a series of Notes validly
tendered (and not validly withdrawn) at or prior to the Expiration
Date represents an aggregate principal amount 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
Expiration Date 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 will
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"). The
final settlement 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, which has been
satisfied. 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.
Subsequent Redemptions or Repurchases; Redemption of 2025
Notes
From time to time after consummation 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. Embraer has, on this date, delivered notice
of optional redemption of all outstanding 2025 Notes via the
make-whole call.
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, nor does it constitute a notice of
redemption of the 2025 Notes. 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.