SÃO PAULO, Feb. 12,
2025 /PRNewswire/ -- Embraer S.A.
("Embraer") (NYSE: ERJ) announces the expiration of its
previously announced offer to purchase for cash any and all
outstanding 5.400% senior unsecured guaranteed notes due 2027 (the
"2027 Notes") issued by Embraer Netherlands Finance B.V. ("Embraer
Finance"), 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 the offer to purchase dated February 5, 2025 (the "Offer to Purchase")
relating to the 2027 Notes and the accompanying notice of
guaranteed delivery.
Information regarding the 2027 Notes and the results of the
Tender Offer is summarized in the following table:
|
Title of
Security
|
CUSIP /
ISIN
|
Principal Amount
Outstanding
|
Principal Amount
Tendered(1)
|
Principal
Amount
Outstanding
Following the
Any and All
Settlement Date
|
Any and
All Total
Consideration(1)
|
|
5.400% Senior
Unsecured
Guaranteed Notes
due 2027
|
29082H AB8 /
US29082HA
B87
|
US$522,035,000
|
US$249,651,000
|
US$272,384,000
|
US$1,012.18
|
|
__________________
|
|
(1)
|
Per US$1,000 principal
amount of 2027 Notes validly tendered and accepted for purchase.
Holders will also be paid accrued and unpaid interest from the
applicable last interest payment date up to, but not including, the
Any and All Settlement Date (as defined in the Offer to Purchase)
("Accrued Interest").
|
Information on the Tender Offer
The Tender Offer expired at 5:00
p.m., New York City time,
on February 11, 2025 (the "Any and
All Expiration Date").
All conditions described in the Offer to Purchase, including the
Financing Condition, have been satisfied, and Embraer has accepted
for purchase all of the 2027 Notes validly tendered.
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 at www.dfking.com/embraer and by request
to 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 (800) 829-6554
(toll free) and +1 (212) 269-5550 (collect) or by e-mail to
embraer@dfking.com.
Embraer has engaged Citigroup Global Markets Inc., Goldman Sachs
& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC and PNC Capital Markets LLC to act as the dealer managers (the
"Dealer Managers") in connection with the Tender Offer. The Dealer
Managers can be contacted at their telephone numbers set forth on
the back cover page of the Offer to Purchase with questions
regarding the Tender Offer.
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.
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.
