Brazil’s Embraer starts capped tender offers for 2022, 2023 notes

Chicago, Feb. 20 – Embraer SA is offering cash to buy from its $318,113,000 outstanding 5.15% senior notes due 2022 (Cusip: 29082AAA5) and from the $439,375,000 outstanding 5.696% senior guaranteed notes due 2023 issued by Embraer Overseas Ltd. (Cusips: 29081YAD8, G30376AB6), according to a press release.

In each case, Embraer is offering to buy in aggregate consideration $150 million of the notes (for a total of $300 million).

For the 2022 notes the company is offering $1,012 per $1,000 note. For the 2023 series, noteholders will receive $1,050 per $1,000 note. The considerations include an early tender premium of $30 that will only be paid to noteholders who tender their notes by the early deadline.

Tenders may be subject to proration.

Interest up to the settlement date will also be paid.

The early tender deadline is 5 p.m. ET on Feb. 24, also the withdrawal deadline.

The tender offer is set to expire at 11:59 p.m. ET on March 10.

The early settlement date is planned for three business days after the early deadline.

Final settlement is planned for two business days after the expiration time.

Embraer currently plans to redeem the 2022 notes via the make-whole call following the consummation, termination or withdrawal of the tender offer.

Banco Bradesco BBI SA (646 432-6642), Itau BBA USA Securities, Inc. (888 770-4828, 212 710-6749), Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057), Natixis Securities Americas LLC (212 891-6100) and Santander Investment Securities Inc. (855 404-3636, 212 940-1442) are the dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (877 732-3617, 212 269-5550, embraer@dfking.com).

Embraer is a Brazilian aerospace conglomerate that produces commercial, military and other aircraft and provides aeronautical services.

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