SÃO PAULO, Sept. 23, 2020
/PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE:
ERJ) informs the early results of previously announced cash
tender offers (each offer, a "Tender Offer" and, collectively, the
"Tender Offers") by its indirect subsidiary, Embraer Netherlands
Finance B.V. ("Embraer Finance"), for up to US$250,000,000 (the "Maximum Tender Amount") in
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 Tender Offers are being made on the terms and are subject to
the conditions set forth in the offer to purchase dated
September 8, 2020 (the "Offer to
Purchase"). Embraer informs that the financing condition for the
Tender Offers was satisfied and settlement for the Notes tendered
prior to 5:00 p.m., New York City time, on September 21, 2020 (the "Early Tender Date"), and
accepted for purchase, occurred on September
23, 2020.
The following table sets forth certain information regarding
each series of the Notes and the Tender Offers, including the
aggregate principal amount of the Notes validly tendered (and not
validly withdrawn) as of the Early Tender Date, according to D.F.
King & Co., Inc., the tender agent and information agent
for the Tender Offers (the "Tender Agent and Information
Agent"):
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Aggregate
Principal
Amount Tendered
|
Aggregate
Principal
Amount Accepted
for Purchase
|
Aggregate
Principal
Amount Outstanding
Remaining
|
5.150% notes due
2022
|
29082AAA5
/ US29082AAA51
|
1
|
US$167,711,000
|
US$167,711,000
|
US$332,289,000
|
5.696% notes due
2023
|
Rule 144A: 29081YAD8
/ US29081YAD85; Regulation S: G30376AB6 /
USG30376AB69
|
2
|
US$138,810,000
|
US$82,289,000*
|
US$458,229,000
|
|
*Prorated as
described in the Offer to Purchase.
|
Withdrawal rights with respect to each of the Tender Offers
expired at the Early Tender Date.
As the aggregate principal amount of the Notes validly tendered
(and not validly withdrawn) as of the Early Tender
Date exceeded the Maximum Tender Amount, the 2023 Notes that
were accepted for purchase by Embraer Finance were prorated so as
to accept the maximum principal amount of the 2023 Notes that did
not result in the Maximum Tender Amount being exceeded. The Tender
Offers will expire at 11:59 p.m.,
New York City time, on
October 5, 2020, unless extended
by Embraer Finance. Since the aggregate principal amount
of the Notes validly tendered (and not validly withdrawn) as of the
Early Tender Date exceeded the Maximum Tender Amount, Embraer
Finance will not accept for purchase any Notes tendered after the
Early Tender Date.
Embraer Finance reserves the absolute right to amend or
terminate either or both Tender Offers in its sole discretion,
subject to disclosure and other requirements under applicable
law.
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.