Embraer S.A. Announces Change in Maximum Tender Amount of Cash Tender Offer

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Embraer S.A. (NYSE: ERJ) Increases Maximum Tender Amount for Senior Unsecured Guaranteed Notes Due 2025, 2027, and 2028

SÃO PAULO, July 27, 2023 /PRNewswire/ -- Embraer S.A. ("Embraer") (NYSE: ERJ) informs that it has amended the Maximum Tender Amount of the previously announced offer to purchase for cash outstanding 6.950% senior unsecured guaranteed notes due 2028 (the "2028 Notes"), 5.050% senior unsecured guaranteed notes due 2025 (the "2025 Notes"), and 5.400% senior unsecured guaranteed notes due 2027 (the "2027 Notes" together with the 2028 Notes and 2025 Notes, the "Notes"), issued by Embraer Netherlands Finance B.V. ("Embraer Finance"), unconditionally and irrevocably guaranteed by Embraer (the "Tender Offer"), initially in an amount representing up to US$500.0 million in aggregate principal amount ("Maximum Tender Amount").

Embraer has amended the Maximum Tender Amount for up to US$750.0 million in aggregate principal amount. Except for the change with respect to the Maximum Tender Amount, there are no other modifications being made with respect to the Tender Offer. The complete terms and conditions of the Tender Offer are set forth in the offer to purchase dated July 25, 2023, as amended with respect to the Maximum Tender Amount by this press release (the "Offer to Purchase").

For More Information

The terms and conditions of the Tender Offer are described in 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 Offer (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (877) 732-3619 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to embraer@dfking.com.

Embraer has engaged Credit Agricole Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, PNC Capital Markets LLC, Santander US Capital Markets LLC and UBS Securities LLC. Questions regarding the terms of the Tender Offer may be directed to Credit Agricole Securities (USA) Inc., at + 1 (866) 807-6030; Itau BBA USA Securities, Inc., at +1 (212) 710-6749; Morgan Stanley & Co. LLC, at +1 (212) 507-8999; MUFG Securities Americas Inc., at +1 (646) 434-3455 or +1 (212) 405-7481; Natixis Securities Americas LLC, at +1 (212) 698 3108; PNC Capital Markets LLC, at +1 (855) 881-0697; Santander US Capital Markets LLC, at +1 (212) 940-1442; UBS Securities LLC, at +1 (212) 713-4715.     

Disclaimer

None of Embraer, the Dealer Managers, 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 Tender Offer or expressing any opinion as to whether the terms of the Tender Offer 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 the 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. The Tender Offer is being made solely by means of the Offer to Purchase. Embraer is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is 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 Offer will be deemed to be made on behalf of Embraer 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 Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer. 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.

What are the details of Embraer's Tender Offer for the Notes?

Embraer has amended the Maximum Tender Amount from US$500.0 million to US$750.0 million for the purchase of outstanding 6.950% senior unsecured guaranteed notes due 2028, 5.050% senior unsecured guaranteed notes due 2025, and 5.400% senior unsecured guaranteed notes due 2027.

How can holders of the Notes obtain a copy of the Offer to Purchase?

Holders of the Notes can request copies of the Offer to Purchase from the Tender and Information Agent, D.F. King & Co., Inc., by calling +1 (877) 732-3619 (toll free) or +1 (212) 269-5550 (collect), or by emailing embraer@dfking.com.

Who has Embraer engaged for the Tender Offer?

Embraer has engaged Credit Agricole Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, PNC Capital Markets LLC, Santander US Capital Markets LLC, and UBS Securities LLC for the Tender Offer.

Is the Tender Offer being made in all jurisdictions?

The Tender Offer is being made only in jurisdictions where it is legal to do so and is not being made to holders of the Notes in any jurisdiction where it would not be in compliance with the laws of such jurisdiction.