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Sep 23, 2025 12:00 PM

Announcement by Embraer S.A. of Increase of the Maximum Tender Amount of Offers to Purchase for Cash Certain Outstanding Securities

São Paulo, Sept. 23, 2025 (GLOBE NEWSWIRE) -- Embraer S.A. ("Embraer") (NYSE:ERJ) announces that Morgan Stanley & Co. LLC (the "Offeror"), with respect to its previously announced cash tender offers (each offer, an "Offer" and, collectively, the "Offers") 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. and guaranteed by Embraer, subject to the conditions set forth in the offer to purchase, dated September 22, 2025 (the "Offer to Purchase"), that it has increased the Maximum Tender Amount of the Offers.

As previously announced by Embraer, it successfully priced an offering of US$1,000,000,000 aggregate principal amount of 5.400% senior unsecured guaranteed notes due 2038 (the "New Notes").

Accordingly, subject to the terms and conditions of the Offers as set forth in the Offer to Purchase, the Offeror has increased the Maximum Tender Amount, from (a) an aggregate principal amount of Notes that will not result in an Aggregate Purchase Price exceeding US$750,000,000 (subject to increase or decrease by the Offeror in its sole discretion, the "Original Maximum Tender Amount") to (b) 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 "New Maximum Tender Amount").

Except as described above in respect of the New Maximum Tender Amount, the terms of the Offers remain unchanged, including, without limitation, the Early Tender Date, the Withdrawal Date, the Early Settlement Date, the Expiration Date and the Final Settlement Date, each as defined in the Offer to Purchase. Holders who have previously validly tendered (and not withdrawn) their Notes will not need to re-tender their Notes to be eligible to receive the Total Consideration.

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

Information on the Offers

The Offers are scheduled to expire at 5:00 p.m., New York City time, October 21, 2025, unless extended or earlier terminated by the Offeror in its sole discretion (such time and date, as it may be extended or earlier terminated (the "Expiration Date"). Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on October 3, 2025, unless extended ...