Announcement by Embraer S.A. of Offer to Purchase for Cash Certain Outstanding Securities Listed Below

Rhea-AI Summary

Embraer S.A. (NYSE: ERJ) announces a cash offer to purchase outstanding 6.950% senior unsecured guaranteed notes due 2028, 5.050% senior unsecured guaranteed notes due 2025, and 5.400% senior unsecured guaranteed notes due 2027, for up to US$500.0 million. The Tender Offer is scheduled to expire on August 22, 2023, with early tender eligibility until August 7, 2023. Embraer's obligation to purchase Notes is conditioned on the satisfaction or waiver of several conditions, including the receipt of proceeds from a proposed debt financing. The company may also acquire non-tendered or not accepted notes through various means after the Tender Offer.

Positive

• The offer provides holders with an opportunity to receive cash for their notes.
• The early tender eligibility allows holders to receive additional early tender payment.
• Embraer's intention to redeem the 2025 Notes via the make-whole call shows commitment to managing its debt.
• The engagement of reputable financial institutions as Dealer Managers reflects the company's commitment to transparency and compliance with regulatory requirements.

Negative

• None.

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:

Payment per US$1,000 Principal Amount of Notes

Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Acceptance Priority Level

Tender Offer Consideration(1)

Early Tender Payment

Total Consideration (1)(2)

6.950% Senior Unsecured Guaranteed Notes due 2028

Regulation S: N29505 AA7  / USN29505AA70    Rule 144A: 29082H AC6 / US29082HAC60

US$714,000,000

1

US$985.00

US$30.00

US$1,015.00

5.050% Senior Unsecured Guaranteed Notes due 2025

29082H AA0 / US29082HAA05

US$420,867,000

2

US$960.00

US$30.00

US$990.00

5.400% Senior Unsecured Guaranteed Notes due 2027

29082HAB8 / US29082HAB87

US$730,000,000

3

US$956.25

US$30.00

US$986.25

(1)	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.
(2)	Includes the Early Tender Payment.

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.

FAQ

What is Embraer S.A. (NYSE: ERJ) announcing?

Embraer is announcing a cash offer to purchase outstanding senior unsecured guaranteed notes due 2028, 2025, and 2027.

When does the Tender Offer expire?

The Tender Offer is scheduled to expire on August 22, 2023.

What are the conditions for the Tender Offer?

Embraer's obligation to purchase Notes is conditioned on the satisfaction or waiver of several conditions, including the receipt of proceeds from a proposed debt financing.

How can non-tendered or not accepted notes be acquired after the Tender Offer?

Embraer or its affiliates may acquire non-tendered or not accepted notes through open-market purchases, privately-negotiated transactions, tender offers, exchange offers, redemptions, or otherwise.