SÃO PAULO, July 3, 2023 /PRNewswire/ — Embraer S.A. (“Embraer” or the “Offeror“) (NYSE: ERJ) announces the tender results of its previously announced offer to purchase for cash any and all outstanding 5.050% senior unsecured guaranteed notes due 2025 (the “Notes“), issued by Embraer Netherlands Finance B.V., and 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 an offer to purchase, dated June 23, 2023 (the “Offer to Purchase“). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.
Information regarding the Notes and the results of the Tender Offer is summarized in the following table:
|
Title of Security |
CUSIP / ISIN |
Principal Amount |
Principal Amount |
Principal Amount |
Purchase |
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|
5.050% Senior |
29082H AA0 / |
US$957,031,000 |
US$536,164,000 |
US$420,867,000 |
U.S.$990.00 |
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|
(1) |
Holders will also be paid accrued and unpaid interest from the applicable last interest payment date up to, but not including, the Settlement Date (defined below) (“Accrued Interest“). |
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Information on the Tender Offer
The Tender Offer expired at 5:00 p.m., New York City time, on June 29, 2023 (the “Expiration Time“). The Offeror has accepted for purchase all of the Notes validly tendered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time.
The Offeror intends to make payment in cash of an amount equal to the Purchase Price, plus Accrued Interest, for all Notes on July 5, 2023 (the “Settlement Date“).
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 any of its affiliates may determine (or as may be provided for in the respective indenture governing the Notes), which may be more or less than the 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 outstanding 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 any of its affiliates may choose to pursue in the future.
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. The Tender Offer was made solely by means of the Offer to Purchase. The Tender Offer was not 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 was deemed to have been made on behalf of the Offeror 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 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
SOURCE Embraer S.A.
