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

Rhea-AI Summary

Embraer (NYSE: ERJ) announced early results of cash tender offers for its 6.950% notes due 2028 and 7.000% notes due 2030 as of the Early Tender Date of Oct 3, 2025. The Offeror accepted US$134,404,000 of 2028 notes (out of US$329,254,000) and US$465,741,000 of 2030 notes (out of US$750,000,000), totaling US$600,145,000 accepted for purchase, with expected Early Settlement on Oct 7, 2025. The press release states the Offeror extended the Total Consideration (including the US$50 early tender payment per US$1,000) to all notes validly tendered by the Expiration Date of Oct 21, 2025. Embraer Finance priced US$1,000,000,000 of new 5.400% notes due 2038 on Sept 22, 2025, which the Offeror intends to use in an exchange settlement on or about Oct 9, 2025.

Positive

• Accepted redemptions of US$600,145,000 of outstanding notes
• Early Settlement expected on Oct 7, 2025, accelerating liability resolution
• Embraer Finance priced US$1,000,000,000 5.400% notes due 2038

Negative

• Remaining outstanding after early settlement: US$194,850,000 (2028) and US$284,259,000 (2030)
• Aggregate purchase price limited to US$1,000,000,000, creating potential proration risk at expiration
• Accepted notes to be exchanged for New Notes on/around Oct 9, 2025, extending debt maturity to 2038

São Paulo, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Embraer S.A. (“Embraer”) (NYSE: ERJ) announces the early tender results of the previously announced cash tender offers (each offer, an “Offer” and, collectively, the “Offers”) by Morgan Stanley & Co. LLC (the “Offeror”) of outstanding (i) 6.950% senior unsecured guaranteed notes due 2028 (the “2028 Notes”) and (ii) 7.000% senior unsecured guaranteed notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”), in each case, issued by Embraer Netherlands Finance B.V. (“Embraer Finance”) and guaranteed by Embraer, upon the terms and subject to the conditions set forth in the offer to purchase dated September 22, 2025, as amended by the press release dated September 23, 2025 (the “Offer to Purchase”), as set forth in the table below as of 5:00 p.m., New York City time, on October 3, 2025 (the “Early Tender Date”):

Title of Security

CUSIP / ISIN

Principal Amount Outstanding Prior to the Offers

Principal Amount Accepted for Purchase

Principal Amount Outstanding Following the Early Settlement Date

Acceptance Priority Level

Reference U.S. Treasury Security

Bloomberg Reference Page(1)

Fixed Spread(2)

Early Tender Payment(3)

6.950% Senior Unsecured Guaranteed Notes due 2028

Regulation S: N29505 AA7 / USN29505AA70 Rule 144A: 29082H AC6 / US29082HAC60

US$329,254,000

US$134,404,000

US$194,850,000

1

4.250% due January 15, 2028

FIT5

50 bps

US$50.00

7.000% Senior Unsecured Guaranteed Notes due 2030

Regulation S: N29505 AB5 / USN29505AB53 Rule 144A: 29082H AD4 / US29082HAD44

US$750,000,000

US$465,741,000

US$284,259,000

2

3.625% due August 31, 2030

FIT1

75 bps

US$50.00

(1)   The applicable page on Bloomberg from which the Dealer Manager will quote the bid side price of the Reference U.S. Treasury Security. (2)   Inclusive of Early Tender Payment. (3)   Per US$1,000 principal amount. The Total Consideration is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment.

Settlement for Notes Tendered On or Prior to the Early Tender Date

Subject to the satisfaction and/or waiver of the Conditions (as defined in the Offer to Purchase), the Offeror has accepted for purchase all Notes validly tendered (and not validly withdrawn) in the Offers on or prior to the Early Tender Date. Holders of the Notes that have validly tendered and not validly withdrawn their Notes on or prior to the Early Tender Date shall receive the Total Consideration and Accrued Interest on the Early Settlement Date, which is expected to occur on October 7, 2025.

Extension of the Total Consideration for all Notes Tendered On or Prior to the Expiration Date

The Offeror has also amended the Offers by offering the Total Consideration, including the Early Tender Payment, in respect of all Notes that are validly tendered by the Expiration Date, regardless of whether such Notes were tendered before or after the Early Tender Date.

The Expiration Date continues to be 5:00 p.m., New York City time, on October 21, 2025, unless extended by the Offeror in its sole discretion.

Other Information on the Offers

The “Total Consideration” payable per US$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers, will be determined in the manner described in the Offer to Purchase, by reference to the applicable Fixed Spread for such Notes specified in the tables above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the tables above at 10:00 a.m., New York City time, on the Price Determination Date, which will be today, unless extended by the Offeror in its sole discretion.

The Withdrawal Date of 5:00 p.m., New York City time, on October 3, 2025 has passed. Accordingly, Notes tendered on or prior to the Early Tender Date may not be withdrawn or revoked, and Notes tendered after the Early Tender Date and on or prior to the Expiration Date may not be withdrawn or revoked, except as required by applicable law.

On September 22, 2025, Embraer Finance successfully priced an offering of US$1,000,000,000 aggregate principal amount of 5.400% senior unsecured notes due 2038 (the “New Notes”) and it is intended that the Notes to be purchased by the Offeror on the Early Settlement Date will be exchanged by the Offeror with Embraer Finance for a portion of the New Notes to be issued on or about October 9, 2025, by means of an exchange settlement agreement.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, the Offeror will accept for purchase an aggregate principal amount of Notes that will not result in an Aggregate Purchase Price exceeding US$1,000,000,000 (subject to increase or decrease by the Offeror in its sole discretion, the “Maximum Tender Amount”). If the Offers are oversubscribed at the Expiration Date, the amount of a series of Notes that are accepted for purchase in the Offers on the Final Settlement Date will be based on the order of priority (the “Acceptance Priority Level”) for such series of Notes set forth in the table above, subject to the proration arrangements applicable to the Offers and as otherwise described in the Offer to Purchase. Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date and accepted for purchase on the Early Settlement Date have priority over Notes tendered after the Early Tender Date. 

Capitalized terms used in this press release but not otherwise defined shall have the meanings given to them in the Offer to Purchase.

For More Information

The terms and conditions of the Offers are described in the Offer to Purchase, as further amended by this press release. Copies of the Offer to Purchase are available at www.dfking.com/embraer and by request to D.F. King & Co., Inc., the tender agent and information agent for the Offers (the “Tender and Information Agent”). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (800) 488-8095 (toll free) and +1 (646) 665-7701 (collect) or by e-mail to embraer@dfking.com.

The Offeror reserves the right, in its sole discretion, not to accept any additional tenders of Notes for any reason. The Offeror is making the Offers only in those jurisdictions where it is legal to do so.

Morgan Stanley & Co. LLC is acting as dealer manager (the “Dealer Manager”) in connection with the Offers. The Dealer Manager can be contacted at its telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Offers.

Disclaimer

None of the Offeror, Embraer, the Dealer Manager, the Tender and Information Agent, the trustee for the 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 Offers or expressing any opinion as to whether the terms of the 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, as further amended by this press release, for a description of the offer terms, conditions, disclaimers and other information applicable to the Offers.

The Offers are being made solely by means of the Offer to Purchase, as further amended by this press release. The 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 Offers will be deemed to be made on behalf of Embraer by the Dealer Manager 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 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

FAQ

How much of Embraer 2028 (CUSIP US29082HAC60) was accepted in the tender as of Oct 3, 2025?

The PR states US$134,404,000 of the 2028 notes were accepted for purchase as of Oct 3, 2025.

How much of Embraer 2030 (CUSIP US29082HAD44) was accepted in the tender as of Oct 3, 2025?

The PR states US$465,741,000 of the 2030 notes were accepted for purchase as of Oct 3, 2025.

When will holders receive payment for Notes tendered on or before the Early Tender Date (ERJ)?

According to the press release, holders tendered on or before the Early Tender Date are expected to receive Total Consideration and accrued interest on the Early Settlement Date of Oct 7, 2025.

What is the Expiration Date for the Embraer tender offers (ERJ) and has the Total Consideration changed?

The Expiration Date remains Oct 21, 2025, and the Offeror extended the Total Consideration (including the US$50 early tender payment) to all notes validly tendered by that date, per the PR.

What new debt did Embraer Finance price that relates to the tender (ERJ)?

The PR states Embraer Finance priced US$1,000,000,000 aggregate principal of 5.400% senior unsecured notes due 2038 on Sept 22, 2025.

Will all tendered notes be purchased in full under Embraer's offer (ERJ)?

The PR explains the Offeror will accept an aggregate principal amount that will not result in an Aggregate Purchase Price exceeding US$1,000,000,000, so acceptance at final settlement may be subject to proration and Acceptance Priority Level.