SÃO PAULO, February 7, 2025 — Embraer S.A. (“Embraer“) (NYSE: ERJ/B3: EMBR3) announced that its indirect subsidiary, Embraer Netherlands Finance B.V. (“Embraer Finance“), has set the price for a US$650,000,000 offering of 5.980% notes due 2035 (the “Notes“). These notes will be sold at 99.688% of their principal amount and are guaranteed by Embraer. The Notes are registered under the U.S. Securities Act of 1933 and are expected to be listed on the New York Stock Exchange. The transaction is anticipated to close on February 11, 2025.

Embraer intends to use the net proceeds from this offering to buy notes tendered in concurrent tender offers (announced February 5, 2025). These tender offers cover all outstanding 5.400% senior unsecured guaranteed notes due 2027 and up to US$150,000,000 of outstanding 6.950% senior unsecured guaranteed notes due 2028, issued by Embraer Finance and guaranteed by Embraer. This is subject to the tender offer terms. Any remaining net proceeds will be used 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 serving as global coordinators and joint bookrunners for the Notes. BofA Securities, Inc., Banco Bradesco BBI S.A., Credit Agricole Securities (USA) Inc., and Santander US Capital Markets LLC are acting as joint bookrunners.

Embraer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC“) for the note offering. Investors should review the prospectus, prospectus supplement, and other SEC filings before investing for complete information about Embraer and the offering. These documents are available at the SEC’s EDGAR website. They can also be obtained by contacting the following: Citigroup Global Markets Inc. at +1 (800) 831-9146, Goldman Sachs & Co. LLC at +1 (866) 471-2526, J.P. Morgan Securities LLC at +1 (866) 834-4666, Morgan Stanley & Co. LLC at +1 (866) 718-1649, PNC Capital Markets LLC at +1 (855) 881-0697, BofA Securities, Inc. at +1 (800) 294-1322, Banco Bradesco BBI S.A. at +1 (646) 432-6642, Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030, and Santander US Capital Markets LLC at +1 (855) 403-3636.

This press release is not an offer to sell or a solicitation of an offer to buy the Notes or any other securities. It does not constitute an offer, solicitation, or sale where prohibited.

This press release may include forward-looking statements under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking information involves risks and uncertainties that could significantly impact results. Actual results may differ from those expressed in any forward-looking statements.

SIGNATURES

Per the requirements of the Securities Exchange Act of 1934, this report is signed on behalf of the registrant by the undersigned authorized representative.

Date: February 6, 2025

 

SOURCE Embraer S.A.