June 24, 2014
VIA EDGAR CORRESPONDENCE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.,
Washington, D.C. 20549-3561
Attention: Justin Dobbie
Legal Branch Chief
Re: Comment Letter dated May 14, 2014
Embraer S.A.
Registration Statement on Form F-4
Filed April 18, 2014
File No. 333-195376
Dear Mr. Dobbie:
In connection with the comments from the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the "Commission") to the Registration Statement on Form F-4, filed with the Commission on April 18, 2014, by Embraer Overseas Limited ("Embraer Overseas") and Embraer S.A. (the "Company"), as amended by Amendment No. 1 on Form F-3 to Form F-4 filed with the Commission on the date hereof by Embraer Overseas and the Company, the Company acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours
By:/s/ José Antonio de Almeida Filippo
Name: José Antonio de Almeida Filippo
Title: Executive Vice-President Corporate and Chief Financial Officer
| cc: | Donald E. Field – U.S. Securities and Exchange Commission | |
Frederico Pinheiro Fleury Curado – Embraer S.A. | ||
Terena Rodrigues – Embraer S.A. | ||
Marcia Sato – Embraer S.A. | ||
Mr. Richard S. Aldrich, Jr. (Skadden, Arps, Slate, Meagher & Flom LLP) | ||
Mr. Filipe B. Areno (Skadden, Arps, Slate, Meagher & Flom LLP) |