Filed pursuant to Rule 433
Registration Nos. 333-162103 and 333-162103-01
Final Term Sheet
October 1, 2009
Embraer Overseas Limited
US$500,000,000
6.375% Notes due 2020
Issuer: | Embraer Overseas Limited | |
Guarantor: | Embraer – Empresa Brasileira de Aeronáutica S.A. | |
Title of Securities: | 6.375% Notes due 2020 | |
Public Offering Price: | 99.081% of the principal amount | |
Principal Amount: | US$500,000,000 | |
Coupon (Interest Rate): | 6.375% per annum | |
Interest Payment Dates: | Semi-annually on April 8 and October 8 (and on maturity date), commencing on April 8, 2010 | |
Interest Payment Record Dates: | April 1 and October 1 | |
Maturity Date: | January 15, 2020 | |
Yield to Maturity: | 6.500% | |
Benchmark Treasury: | 3.625% August 15, 2019 | |
Spread to Benchmark Treasury: | 327.7 basis points | |
Benchmark Treasury Price and Yield: | 103.375; 3.223% | |
Make-Whole Call: | Treasury Rate plus 50 basis points | |
Trade Date: | October 1, 2009 | |
Settlement Date: | October 8, 2009 (T+5) | |
Denominations: | US$1,000 | |
Listing: | New York Stock Exchange (application pending) | |
CUSIP: | 29081YAC0 | |
ISIN: | US29081YAC03 | |
Type of Offering: | SEC registered (No. 333-162103) | |
Joint Bookrunners: | Deutsche Bank Securities Inc. Morgan Stanley & Co. Incorporated | |
Ratings: | Moody’s, Baa3; S&P, BBB- |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site atwww.sec.gov. Alternatively, the issuer or the guarantor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. toll free at 1-800-503-4611 and Morgan Stanley & Co. Incorporated at 1-866-718-1649.
