Announcement of Embraer Netherlands Finance B.V.'s Pricing of US$650,000,000 of 5.980% Notes Due 2035

Rhea-AI Summary

Embraer (NYSE: ERJ) announced that its subsidiary, Embraer Netherlands Finance B.V., has priced a US$650 million offering of 5.980% notes due 2035. The notes were priced at 99.688% of principal amount and will be listed on the NYSE.

The company plans to use the proceeds to purchase outstanding notes from two concurrent tender offers announced on February 5, 2025: any and all of the 5.400% notes due 2027 and up to US$150 million of the 6.950% notes due 2028. Any remaining proceeds will be used for general corporate purposes.

The offering is being coordinated by multiple financial institutions, including Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and PNC Capital Markets as global coordinators and joint bookrunners.

Positive

• Successful pricing of US$650 million notes offering indicates strong market access
• Strategic debt refinancing through tender offers may improve debt structure
• Multiple tier-1 financial institutions involved as coordinators suggests strong institutional backing

Negative

• New notes carry a relatively high interest rate of 5.980%
• Issuance of new debt could increase overall interest expense burden

News Market Reaction – ERJ

-3.67%

-3.67% Session move

In the trading session that priced this news, ERJ declined 3.67%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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SÃO PAULO, Feb. 7, 2025 /PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE: ERJ/B3: EMBR3) announced today that its indirect subsidiary, Embraer Netherlands Finance B.V. ("Embraer Finance"), has priced an offering of US$650,000,000 in aggregate principal amount of 5.980% notes due 2035 (the "Notes"), at an issue price of 99.688% of principal amount, guaranteed by Embraer. The Notes have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are expected to be listed on the New York Stock Exchange. Closing is expected to occur on February 11, 2025.

Embraer expects to use the net proceeds from the offering to purchase notes that are tendered in connection with concurrent tender offers announced on February 5, 2025, to purchase for cash any and all outstanding 5.400% senior unsecured guaranteed notes due 2027 and up to US$150,000,000 in aggregate principal amount of outstanding 6.950% senior unsecured guaranteed notes due 2028, issued by Embraer Finance, and guaranteed by Embraer, subject to the terms and conditions of the concurrent tender offers, and the remainder of the net proceeds, if any, for general corporate purposes.

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC are acting as global coordinators and joint bookrunners for the Notes, and BofA Securities, Inc., Banco Bradesco BBI S.A., Credit Agricole Securities (USA) Inc. and Santander US Capital Markets LLC are acting as joint bookrunners for the Notes.

Embraer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the "SEC") for the offering of the notes. Before you invest, you should read the prospectus and related prospectus supplement and other documents that Embraer has filed with the SEC for more complete information about Embraer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus and related prospectus supplement relating to the offering may also be obtained by calling Citigroup Global Markets Inc. at +1 (800) 831-9146 (US toll free), Goldman Sachs & Co. LLC at +1 (866) 471-2526 (US toll free), J.P. Morgan Securities LLC at +1 (866) 834-4666 (US toll free), Morgan Stanley & Co. LLC at +1 (866) 718-1649 (US toll free), PNC Capital Markets LLC at +1 (855) 881-0697 (US toll free), BofA Securities, Inc. at +1 (800) 294-1322 (US toll free), Banco Bradesco BBI S.A. at +1 (646) 432-6642 (US toll free), Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030 (US toll free) and Santander US Capital Markets LLC at +1 (855) 403-3636 (US toll free).

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 6, 2025

Embraer S.A.
By:
	/s/ Antonio Carlos Garcia
Name:	Antonio Carlos Garcia
Title:	Executive Vice President of Finance and Investor Relations

 

View original content:https://www.prnewswire.com/news-releases/announcement-of-embraer-netherlands-finance-bvs-pricing-of-us650-000-000-of-5-980-notes-due-2035--302371135.html

SOURCE Embraer S.A.

FAQ

What is the size and interest rate of Embraer's (ERJ) new notes offering in February 2025?

Embraer's subsidiary priced a US$650 million offering of notes with a 5.980% interest rate, due in 2035.

How will Embraer (ERJ) use the proceeds from its February 2025 notes offering?

The proceeds will be used to purchase outstanding notes from two concurrent tender offers: the 5.400% notes due 2027 and up to US$150 million of 6.950% notes due 2028, with remaining funds for general corporate purposes.

Which investment banks are leading Embraer's (ERJ) 2035 notes offering?

The offering is led by Citigroup, Goldman Sachs, J.P. Morgan, Morgan Stanley, and PNC Capital Markets as global coordinators and joint bookrunners.

When will Embraer's (ERJ) new 2035 notes begin trading?

The notes are expected to close on February 11, 2025, and will be listed on the New York Stock Exchange.