#Brazil #São Paulo #Tender Offer #Embraer #2027 Notes

Embraer S.A. Announces Cash Tender Offer for 5.400% Notes

Embraer S.A. (NYSE: ERJ) has announced a significant financial move concerning its outstanding senior unsecured guaranteed notes. The company plans to execute a cash tender offer for all 5.400% senior unsecured guaranteed notes that are set to mature in 2027. This offer is tied to the notes issued by Embraer Netherlands Finance B.V., which are fully guaranteed by Embraer. The objective of the tender offer is to enhance the company’s liquidity and optimize its capital structure.

Details of the Tender Offer

According to the formal announcement made on February 11, 2025, the tender offer will be conducted based on the terms specified in the offer to purchase document dated February 5, 2025. This announcement details that the consideration for any accepted notes in the tender will be calculated as the 'Any and All Total Consideration', which is contingent upon certain market variables and conditions.

The table provided in the announcement outlines vital information regarding the offer:

• - Title of Security: 5.400% Senior Unsecured Guaranteed Notes Due 2027
• - CUSIP / ISIN: 29082H AB8 / US29082HA B87
• - Outstanding Amount: US$522,035,000
• - Reference U.S. Treasury Security: 4.125% due January 31, 2027
• - Fixed Spread: 45 bps
• - Reference Yield: 4.292%
• - Any and All Total Consideration: US$1,012.18 per US$1,000 principal amount of the notes accepted for purchase.

This consideration reflects the yield calculations based on the referenced U.S. Treasury Security’s bid-side price as of the announcement time.

Expiration and Withdrawal Conditions

The tender offer is expected to expire on the same day, February 11, 2025, at 5:00 PM New York City time. Holders of the notes will have the ability to withdraw their tenders any time before this expiration deadline, which enables some flexibility leading up to the final decision.

Furthermore, settlements are anticipated to occur promptly after the expiration date, specifically by February 14, 2025, though this date could be extended by Embraer if necessary.

Holders who successfully submit their notes prior to the expiration, or those who opt for the guaranteed delivery process, are expected to receive the total consideration in addition to any accrued interest on the notes. This setup is designed to provide clarity and reassurance to bondholders during the tender process.

Conditions for Acceptance

The completion of this tender offer hinges on several regulatory and operational conditions as outlined in the offer document, notably including a financing condition that must be met for the offer to proceed without complications. Embraer holds the discretion to amend or terminate the offer at its own behest, underscoring the importance of market conditions and investor reactions.

For stakeholders seeking further insights into the tender offer, detailed information can be accessed through www.dfking.com/embraer, or inquiries can be directed to D.F. King Co., Inc., the appointed tender agent for this transaction. Contact details are provided for any clarifications or additional requirements.

Conclusion

This strategic financial maneuver by Embraer reflects a proactive step towards managing its long-term financial obligations and enhancing liquidity. By tendering existing notes, Embraer positions itself favorably in navigating the complexities of market dynamics and investor needs, aiming for stability in its capital structure. Stakeholders are encouraged to assess their positions carefully as they consider participating in this tender offer.