Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-204470
333-204470-01
PRICING TERM SHEET
EMBRAER NETHERLANDS FINANCE B.V.
U.S.$1,000,000,000 5.050% NOTES DUE 2025
GUARANTEED BY
EMBRAER S.A.
June 8, 2015
ISSUER: | Embraer Netherlands Finance B.V. | |
GUARANTOR: | Embraer S.A. | |
SECURITY: | 5.050% Notes due 2025 | |
RANKING: | The notes and the guarantee will be general, senior, unsecured obligations and will rank equal in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior unsecured indebtedness, respectively. The notes and the guarantee will be (i) effectively subordinated to all of the Issuer’s and the Guarantor’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, respectively, and (ii) structurally subordinated to all of the existing and future liabilities of the Guarantor’s subsidiaries (other than the Issuer). | |
FORMAT: | SEC Registered | |
CURRENCY: | U.S. Dollars | |
PRINCIPAL AMOUNT: | U.S.$1,000,000,000 | |
MATURITY: | June 15, 2025 | |
SETTLEMENT DATE*: | June 15, 2015 (T+5) | |
COUPON: | 5.050% per annum | |
DAY COUNT: | 30/360 | |
INTEREST PAYMENT DATES: | June 15 and December 15, commencing on December 15, 2015 | |
ISSUE PRICE: | 99.682% of principal amount | |
BENCHMARK TREASURY: | 2.125% due May 15, 2025 | |
BENCHMARK TREASURY PRICE AND YIELD: | 97-21; 2.391% | |
SPREAD TO BENCHMARK TREASURY: | +270 basis points | |
YIELD: | 5.091% | |
MAKE-WHOLE CALL: | Treasury Rate plus 40 basis points | |
OPTIONAL REDEMPTION PROVISIONS: | The Issuer may, at its option, redeem the notes, in whole or in part, at any time, by paying the greater of (i) 100% of the principal amount of the notes and (ii) the applicable “make-whole” amount, as described under “Description of the Notes—Redemption and Repurchase—Optional Redemption With Make-Whole Amount” in the prospectus supplement. | |
TAX REDEMPTION PROVISIONS: | Either the Issuer or the Guarantor may, at its option, redeem the notes, in whole but not in part, at 100% of the principal amount of the notes upon the occurrence of specified events relating to Brazilian or Dutch tax law. See “Description of the Notes—Redemption and Repurchase—Optional Tax Redemption” in the prospectus supplement. | |
NET PROCEEDS BEFORE EXPENSES: | U.S.$994,920,000 | |
RATINGS**: | Baa3 / BBB | |
DENOMINATION: | Minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof | |
GOVERNING LAW: | New York | |
CLEARING: | The Depository Trust Company | |
LISTING: | The Issuer will apply to list the notes on the New York Stock Exchange | |
CUSIP/ISIN: | CUSIP: 29082H AA0 ISIN: US29082HAA05 | |
JOINT BOOK-RUNNING MANAGERS: | Citigroup Global Markets Inc. Morgan Stanley & Co. LLC | |
* Delivery of the notes will be made to investors on or about June 15, 2015, which will be the fifth business day following the date hereof. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.
** 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 information in this Pricing Term Sheet supplements the preliminary prospectus supplement, dated May 27, 2015 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
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, the Guarantor and this offering. You may access these documents without charge by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Underwriters can arrange to send you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146 or Morgan Stanley & Co LLC at 1-866-718-1649.
