Embraer S.A. Completes Cash Tender Offer for Senior Unsecured Notes Due 2027

Embraer S.A. (NYSE: ERJ), a prominent player in the aerospace industry, has officially announced the successful expiration of its cash tender offer for all outstanding 5.400% Senior Unsecured Guaranteed Notes due 2027, originally issued by Embraer Netherlands Finance B.V. This tender offer, which aimed to streamline the company's financial commitments and improve its capital structure, concluded on February 11, 2025, at 5:00 PM New York City time.

In its tender offer, Embraer sought to purchase all outstanding notes fully and unconditionally, with the goal of reducing its total debt obligations. According to reports, the total principal amount of the notes initially outstanding was approximately $522 million. Following the tender offer, a total of $249.65 million in notes were validly tendered, leaving approximately $272.38 million outstanding.

The terms of the tender offer outlined that all notes tendered would be accepted for purchase at a price of $1,012.18 per $1,000 principal amount of notes tendered and accepted for purchase, plus any accrued interest since the last payment date. This calculated total consideration reflects the company’s commitment to managing its debt effectively while providing investors with a fair return on their investments.

The purpose of this strategic move is to enhance Embraer's balance sheet amidst ongoing efforts to adapt and innovate in a highly competitive aerospace environment. With the acceptance of the tendered notes, Embraer's management aims to fortify its financial position as the company continues investing in new technologies and expanding its market presence.

Investment firms and banks, including Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC, served as dealer managers for this tender offer. They played a crucial role in facilitating communications between Embraer and the bondholders and mustered interest among holders for participation in the tender offer.

Embraer's announcement underscores the positive assessment of its cash flow position and the effective management of its liabilities, which are crucial for long-term financial health, especially in an industry subject to significant economic fluctuations. By addressing these outstanding notes, Embraer not only demonstrates fiscal responsibility but also positions itself for future growth opportunities.

Further details regarding the tender offer and the associated results are elaborated in the Offer to Purchase document, accessible through Embraer's investor relations website and associated tender agent contacts. This transparency helps to maintain investor confidence and assures stakeholders of the company's commitment to operational excellence.

Through this transaction, Embraer is taking active steps to navigate the complexities of the global aerospace market, showcasing its resolve to enhance shareholder value and ensuring a sustainable approach to financial management.

In conclusion, with the completion of this cash tender offer, Embraer S.A. is poised for future advancements as it continues to focus on innovation and profitability in the aerospace sector. Investors and stakeholders will be keenly observing the next strategic moves of this industry leader.