Announcement by Embraer S.A. of Results of Cash Tender Offer for Any and All Outstanding 5.400% Senior Unsecured Guaranteed Notes due 2027

Rhea-AI Summary

Embraer S.A. (NYSE: ERJ) has announced the completion of its cash tender offer for the 5.400% senior unsecured guaranteed notes due 2027. The tender offer, which expired on February 11, 2025, resulted in US$249,651,000 of notes being tendered out of the US$522,035,000 total outstanding amount.

The company offered US$1,012.18 per US$1,000 principal amount of notes, plus accrued and unpaid interest. Following the settlement, US$272,384,000 of the 2027 Notes will remain outstanding. All conditions described in the Offer to Purchase, including the Financing Condition, have been satisfied, and Embraer has accepted all validly tendered notes for purchase.

Positive

• Successfully retired US$249.65M of debt through tender offer
• All tender offer conditions met and completed as planned
• Demonstrates strong financial management and debt restructuring capability

Negative

• Only 47.8% of outstanding notes were tendered, leaving US$272.38M still outstanding
• Premium payment of US$12.18 per US$1,000 of notes above face value

Insights

Financial Debt Restructuring Analyst

This tender offer represents a strategic debt management move by Embraer, offering to repurchase its 2027 notes at a 1.218% premium to par value. The moderate participation rate of 47.8% suggests a balanced outcome - while some investors preferred to cash out at a premium, others see value in holding the notes to maturity, indicating confidence in Embraer's credit quality.

The tender offer's timing and structure reveal important insights about Embraer's financial strategy. By proactively managing its debt maturity profile with nearly two years remaining until the notes' due date, the company demonstrates robust treasury management and likely aims to optimize its capital structure. The premium offered (US$12.18 per US$1,000) is relatively modest, suggesting Embraer maintained discipline in its buyback approach while still providing sufficient incentive for noteholders.

The successful completion of this tender offer, combined with the satisfaction of all conditions including the Financing Condition, indicates Embraer has secured favorable refinancing terms. This move could potentially reduce the company's interest expense if the new financing carries a lower rate than the 5.400% on the existing notes - particularly relevant in the current interest rate environment where many aerospace companies are optimizing their debt costs.

The remaining US$272.38 million in outstanding notes provides Embraer with flexibility in its debt structure while potentially creating opportunities for future liability management exercises. This balanced approach to debt reduction, rather than a complete refinancing, suggests a measured strategy that preserves financial optionality while improving the company's debt profile.

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.

FAQ

How much debt did Embraer (ERJ) retire in its February 2025 tender offer?

Embraer retired US$249,651,000 of its 5.400% senior unsecured guaranteed notes due 2027 through the tender offer.

What was the tender offer price for Embraer's (ERJ) 2027 Notes?

Embraer offered US$1,012.18 per US$1,000 principal amount of the 2027 Notes, plus accrued and unpaid interest.

How much of Embraer's (ERJ) 2027 Notes remain outstanding after the tender offer?

US$272,384,000 of the 2027 Notes remain outstanding following the tender offer completion.

When did Embraer's (ERJ) tender offer for the 2027 Notes expire?

The tender offer expired at 5:00 p.m., New York City time, on February 11, 2025.