6.950% senior unsecured guaranteed notes due 2028
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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].
Announcement by Embraer S.A. of Increase of the Maximum Tender Amount of Offers to Purchase for Cash Certain Outstanding Securities
Globenewswire· 2025-09-23 12:54
Core Viewpoint - Embraer S.A. has announced an increase in the Maximum Tender Amount for its cash tender offers for senior unsecured guaranteed notes due in 2028 and 2030, reflecting a strategic move to enhance liquidity and manage debt effectively [1][3]. Group 1: Tender Offers Details - Morgan Stanley & Co. LLC is the Offeror for the cash tender offers of 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030 [1]. - The Maximum Tender Amount has been increased from an original limit of US$750,000,000 to a new limit of US$1,000,000,000 [3]. - The terms of the Offers, including the Early Tender Date and Expiration Date, remain unchanged despite the increase in the Maximum Tender Amount [4]. Group 2: Tender Process and Considerations - The Offers are set to expire on October 21, 2025, with an Early Tender Date of October 3, 2025, where holders can receive Total Consideration [6]. - Holders who tender their Notes after the Early Tender Date will only receive Tender Consideration, not the Early Tender Payment [6]. - If the total principal amount of Notes tendered exceeds the New Maximum Tender Amount, a prorated amount will be accepted for purchase [9]. Group 3: Settlement Information - Holders whose Notes are accepted for purchase will receive Total Consideration on the Early Settlement Date, expected two business days after the Early Tender Date [11]. - If the Offeror does not elect to pay for tendered Notes before the Expiration Date, the Final Settlement Date will occur two business days after the Expiration Date [11].
Announcement by Embraer S.A. of Offers to Purchase for Cash Certain Outstanding Securities Listed Below
Globenewswire· 2025-09-22 12:00
Core Viewpoint - Embraer S.A. has initiated cash tender offers for its outstanding senior unsecured guaranteed notes, with a maximum purchase price of US$750 million, subject to adjustments by the Offeror [1][2]. Offer Details - The Offers include two series of notes: 6.950% senior unsecured guaranteed notes due 2028 and 7.000% senior unsecured guaranteed notes due 2030, with an aggregate principal amount not exceeding US$750 million [1]. - The Offers are set to expire on October 21, 2025, with an early tender date of October 3, 2025, where holders can receive total consideration [2]. - Holders who tender their notes after the early tender date will only receive the tender consideration, which is less than the total consideration [4]. Acceptance and Settlement - The acceptance of notes for purchase will be based on the order of priority as specified in the offer details, with potential proration if the total tendered exceeds the maximum tender amount [3][5]. - The total consideration for each US$1,000 principal amount of notes will be determined based on a fixed spread plus the yield of the applicable U.S. Treasury reference security [4]. - Settlement dates are expected to occur two business days after the early tender date or the expiration date, depending on the Offeror's discretion [7]. Conditions and Obligations - The Offers are conditioned upon the completion of a new debt financing by Embraer Finance and the execution of an exchange settlement agreement [9]. - The Offeror reserves the right to not accept any tenders and may amend or terminate the Offers at any time [10][13]. Future Actions - After the expiration of the Offers, the Offeror or Embraer may acquire any remaining notes through various means, including open market purchases or redemptions [11].