SÃO PAULO, Sept. 8, 2020
/PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE:
ERJ) announced today that its indirect subsidiary, Embraer
Netherlands Finance B.V. ("Embraer Finance"), has commenced an
offer to purchase (each offer, a "Tender Offer" and collectively,
the "Tender Offers") for cash up to US$250,000,000 (the "Maximum Tender Amount")
aggregate principal amount of outstanding (1) 5.150% notes due 2022
(the "2022 Notes") issued by Yaborã Indústria Aeronáutica S.A.
("Yaborã") and guaranteed by Embraer and (2) 5.696% notes due 2023
(the "2023 Notes" and together with the 2022 Notes, the "Notes")
issued by Embraer Overseas Limited and guaranteed by Yaborã and
Embraer.
The following table sets forth the acceptance priority level and
consideration for each series of the Notes:
|
|
|
|
Payment per
US$1,000
Principal Amount
of Notes
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(l)
|
Early Tender
Payment
|
Total
Consideration(1)(2)
|
5.150% notes
due 2022
|
29082AAA5/
US29082AAA51
|
US$500,000,000
|
1
|
US$987.50
|
US$30.00
|
US$1,017.50
|
5.696% notes
due 2023
|
Rule 144A:
29081YAD8/
US29081YAD85;
Regulation S:
G30376AB6 /
USG30376AB69
|
US$540,518,000
|
2
|
US$988.50
|
US$30.00
|
US$1,018.50
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes accrued and
unpaid interest up to, but not including, the applicable Settlement
Date ("Accrued Interest"), which will be paid in addition to the
Tender Offer Consideration or Total Consideration, as
applicable.
|
(2)
|
Includes the Early
Tender Payment.
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on October 5, 2020, unless extended
by Embraer Finance (such time and date, as it may be extended,
the "Expiration Date"). Holders of the Notes who validly tender
(and do not validly withdraw) their Notes at or prior to
5:00 p.m., New York City time, on September 21, 2020, unless extended by us (such
time and date, as it may be extended, the "Early Tender Date") will
be eligible to receive the Total Consideration for such Notes,
which includes the Early Tender Payment, plus Accrued
Interest. Holders of the Notes who validly tender their Notes after
the Early Tender Date but at or prior to the Expiration Date in the
manner described herein will not be eligible to receive the Early
Tender Payment and will therefore only be eligible to receive the
Tender Offer Consideration, plus Accrued Interest. Notes
that have been validly tendered pursuant to the Tender Offers may
be validly withdrawn prior to the Early Tender Date but not
thereafter, except as may be required by applicable law (as
determined by us).
If the aggregate principal amount of the Notes validly tendered
(and not validly withdrawn) at or prior to the Expiration Date
exceeds the Maximum Tender Amount, a prorated amount of the Notes
validly tendered (and not validly withdrawn) by holders of the
Notes at or prior to the Expiration Date will be accepted for
purchase.
The "Total Consideration" for each US$1,000 principal amount of Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Tender Date and accepted for purchase pursuant to the Tender Offer
will include an early tender payment (the "Early Tender Payment")
as set forth in the table above. Holders of the Notes who validly
tender their Notes after the Early Tender Date but at or prior to
the Expiration Date and whose Notes are accepted for purchase will
not be entitled to receive the Early Tender Payment and will
therefore be entitled to receive, for each US$1,000 principal amount of Notes accepted for
purchase, the tender offer consideration as set forth in the table
above (the "Tender Offer Consideration").
Holders of the Notes that have validly tendered and not validly
withdrawn their Notes at or prior to the Early Tender Date and
whose Notes are accepted for purchase shall, if we so elect,
receive the applicable Total Consideration, plus Accrued
Interest, for each US$1,000 principal
amount of such accepted Notes on the early settlement date, which
date will be two business days following the Early Tender Date but
before the Expiration Date (the "Early Settlement Date"). If we do
not, in our sole discretion, elect to pay for such tendered Notes
prior to the Expiration Date, then the Early Settlement Date will
be the same as the final settlement date, which date will be two
business days following the Expiration Date (the "Final Settlement
Date" and, together with the Early Settlement Date, each a
"Settlement Date").
Embraer Finance's obligation to purchase Notes in the Tender
Offers is conditioned on the satisfaction or waiver of a number of
conditions described in the Offer to Purchase, including our
completion of a new debt financing on satisfactory terms and
conditions. The Tender Offers are not conditioned upon the tender
of any minimum principal amount of Notes of such series or of the
other series. However, the Tender Offers are subject to the Maximum
Tender Amount. In the event of a termination of a Tender Offer,
neither the applicable consideration nor Accrued Interest will be
paid or become payable to the holders of the applicable series of
Notes, and the Notes tendered pursuant to such Tender Offer will be
promptly returned to the tendering holders. Embraer Finance has the
right, in its sole discretion, to amend or terminate the Tender
Offers at any time.
Embraer Finance reserves the right, but is under no
obligation, to increase or decrease the Maximum Tender Amount at
any time, subject to compliance with applicable law.
The terms and conditions of the Tender Offers are described in
the Offer to Purchase, dated September 8, 2020 (the "Offer to
Purchase"). Copies of the Offer to Purchase are available to
holders of the Notes from D.F. King & Co., Inc., the
tender agent and information agent for the Tender Offers (the
"Tender Agent and Information Agent"). Requests for copies of the
Offer to Purchase should be directed to the Tender Agent and
Information Agent at +1 (877) 732-3617 (toll free) and +1 (212)
269-5550 (collect) or by e-mail to embraer@dfking.com.
Embraer Finance reserves the right, in its sole discretion, not
to accept any tenders of Notes for any reason. Embraer Finance is
making the Tender Offers only in those jurisdictions where it is
legal to do so.
Embraer Finance has engaged BB Securities Limited, Banco
Bradesco BBI S.A., Morgan Stanley & Co. LLC, Natixis Securities
Americas LLC and Santander Investment Securities Inc. to act as the
dealer managers (the "Dealer Managers") in connection with the
Tender Offers. Questions regarding the terms of the Tender Offers
may be directed to BB Securities Limited at +44 (207) 367 5800,
Banco Bradesco BBI S.A. at +1 (646) 432-6642, Morgan Stanley &
Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057
(collect), Natixis Securities Americas LLC at +1 (212) 891-6100 and
Santander Investment Securities Inc. at +1 (855) 404-3636 (toll
free) or +1 (212) 940-1442 (collect).
Disclaimer
None of Embraer Finance, Yaborã, Embraer, the Dealer Managers,
the Tender Agent and Information Agent, the trustee for the 2022
Notes or the trustee for the 2023 Notes, or any of their respective
affiliates, is making any recommendation as to whether holders
should or should not tender any Notes in response to the Tender
Offers or expressing any opinion as to whether the terms of the
Tender Offers are fair to any holder. Holders of the Notes must
make their own decision as to whether to tender any of their Notes
and, if so, the principal amount of Notes to tender. Please refer
to the Offer to Purchase for a description of the offer terms,
conditions, disclaimers and other information applicable to each
Tender Offer.
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. Each Tender Offer is being made solely by
means of the Offer to Purchase. The Tender Offers are not being
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 Offers will be deemed to be made on behalf of Embraer
Finance 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 Offers.
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
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SOURCE Embraer S.A.