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Announcement by Embraer S.A. of Consideration of Offers to Purchase for Cash Certain Outstanding Securities Listed Below
Globenewswire· 2025-10-06 19:13
Core Viewpoint - Embraer S.A. has announced cash tender offers for its outstanding senior unsecured guaranteed notes, specifically the 6.950% notes due 2028 and the 7.000% notes due 2030, with the consideration payable detailed in the offer [1][2]. Offer Details - The offers are made under the terms set forth in the offer to purchase dated September 22, 2025, and amended on September 23, 2025, and October 6, 2025 [2]. - The total consideration for the notes validly tendered includes an early tender payment of US$50.00 per US$1,000 principal amount [5][7]. - The offers are scheduled to expire at 5:00 p.m. New York City time on October 21, 2025, unless extended [11]. Financial Information - The principal amounts for the 2028 Notes and 2030 Notes are US$329,254,000 and US$750,000,000 respectively, with amounts accepted for purchase being US$134,404,000 and US$465,741,000 [3]. - The reference yield for the 2028 Notes is 4.250% and for the 2030 Notes is 3.625% [3]. - The total consideration payable per US$1,000 principal amount of notes is calculated based on the applicable fixed spread and yield from the reference U.S. Treasury Security [8]. Settlement and Priority - Holders of the notes that validly tendered by the early tender date will receive total consideration and accrued interest on the early settlement date, expected on October 7, 2025 [9]. - The maximum tender amount for the offers is set at US$1,000,000,000, subject to adjustments by the offeror [12]. - In case of oversubscription, the acceptance of notes will follow a specified order of priority [13]. New Notes Offering - On September 22, 2025, Embraer Finance priced an offering of US$1,000,000,000 aggregate principal amount of 5.400% senior unsecured notes due 2038, intended to be exchanged for the notes purchased in the tender offer [10].
Announcement by Embraer S.A. of Early Results of Cash Tender Offers and Extension of the Total Consideration for all Notes Tendered On or Prior to the Expiration Date
Globenewswire· 2025-10-06 10:30
Core Viewpoint - Embraer S.A. has announced the early tender results for cash tender offers of its outstanding senior unsecured guaranteed notes due in 2028 and 2030, with significant amounts accepted for purchase and a structured settlement process in place [1][3][9]. Group 1: Tender Offer Details - The early tender results indicate that US$134.404 million of the 6.950% senior unsecured guaranteed notes due 2028 and US$465.741 million of the 7.000% senior unsecured guaranteed notes due 2030 have been accepted for purchase [1][9]. - The total consideration for the notes will be determined based on a fixed spread plus the yield of the applicable U.S. Treasury Reference Security [6]. - The early settlement date for the accepted notes is expected to occur on October 7, 2025 [3]. Group 2: Offer Conditions and Amendments - The expiration date for the tender offers is set for 5:00 p.m. on October 21, 2025, unless extended by the Offeror [5]. - The Offeror has amended the offers to include total consideration for all notes tendered by the expiration date, regardless of when they were tendered [4]. - Notes tendered prior to the early tender date cannot be withdrawn, while those tendered after can only be withdrawn as required by law [7]. Group 3: New Notes Offering - Embraer Finance has priced an offering of US$1 billion aggregate principal amount of 5.400% senior unsecured notes due 2038, which will be exchanged for the notes purchased in the tender offer [8]. - The maximum tender amount for the offers is capped at US$1 billion, subject to adjustments by the Offeror [9].