Embraer S.A. Plans Cash Tender Offer for Senior Notes
Embraer S.A. Cash Tender Offer Announcement
Embraer S.A. (NYSE: ERJ) has initiated a cash tender offer aimed at purchasing all outstanding 5.400% senior unsecured guaranteed notes due 2027, referred to as the '2027 Notes'. This financial move is set in motion by Embraer Netherlands Finance B.V., with the backing of Embraer itself, ensuring that investors can exchange their notes fully, unconditionally, and irrevocably.
Tender Offer Details
The terms of this tender offer are outlined in the official document dated February 5, 2025. This document describes the conditions and implications of the tender offer concerning the 2027 Notes.
Information on the Tender Offer
At 11:00 a.m. New York City time today, the company provided essential details about the tender offer, including applicable considerations, which are termed 'Any and All Total Consideration'. This amount is specifically for 2027 Notes that are validly tendered and accepted during the tender offer process.
Summary of Tender Offer Terms
This tender offer will expire by 5:00 p.m. New York City time today. Investors wishing to participate must act swiftly, as validly tendered notes can be withdrawn before this cutoff. Settlement is expected to occur promptly, no later than three business days post-expiration, provided all conditions are met.
Conditions and Amendments
Completion of this tender offer hinges on satisfying specific conditions, notably the Financing Condition as detailed in the offering document. Embraer retains the discretion to modify or terminate the tender offer at any time based on evolving circumstances.
Accrued Interest and Additional Considerations
Holders of the 2027 Notes who confirm their participation by the expiration date will not only receive the total consideration but will also gain accrued interest on their notes. This accrued interest will cease to accumulate on the settlement date of the offer. This aspect underscores Embraer's commitment to ensuring a fair and beneficial process for all stakeholders involved.
Contact and More Information
For further inquiries regarding the tender offer, interested parties can reach out to D.F. King & Co., Inc., the designated tender agent. They can offer insights and access to the detailed Offer to Purchase, which outlines all terms and conditions succinctly.
Brokerage Involvement
Embraer has engaged several prominent brokerage firms to assist in the execution of this tender offer. These dedicated firms will provide guidance and support to holders of the 2027 Notes, ensuring a cooperative and seamless process.
Frequently Asked Questions
What is the purpose of the cash tender offer by Embraer?
The cash tender offer aims to purchase outstanding 5.400% senior unsecured guaranteed notes due 2027, allowing investors to cash in their bonds under favorable conditions.
When will the tender offer expire?
The tender offer is scheduled to expire at 5:00 p.m. New York City time today.
How is the total consideration calculated?
The total consideration is determined based on a fixed spread added to the yield calculated to the maturity date, referencing accepted treasury security rates.
Will investors receive interest on their accepted notes?
Yes, investors whose notes are accepted will also receive accrued interest up until the settlement date.
Who can I contact for more information about the tender offer?
For more details, investors can contact D.F. King & Co., Inc., the tender agent, who can provide comprehensive information regarding the tender offer processes.
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