TERMS AGREEMENT EMBRAER S.A. Debt Securities
Exhibit 1.2
Debt Securities
June 8, 2015
To: The Underwriters named herein
Ladies and Gentlemen:
Embraer Netherlands Finance B.V. (the “Issuer”) and Embraer S.A. (the “Company”) agree to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement – Basic Provisions attached hereto as Exhibit I (the “Agreement”), the following securities (the “Securities”) on the following terms:
| Issuer: |
Embraer Netherlands Finance B.V. | |
| Guarantor: |
Embraer S.A. | |
| Title: |
5.050% Notes due 2025 | |
| Principal Amount: |
U.S.$1,000,000,000 | |
| Interest: |
5.050% per annum | |
| Interest Payment Dates: |
June 15 and December 15, commencing on December 15, 2015 | |
| Maturity: |
June 15, 2025 | |
| Yield: |
5.091% | |
| Spread to Benchmark Treasury: |
+270 basis points | |
| Benchmark Treasury: |
2.125% due May 15, 2025 | |
| Benchmark Treasury Price and Yield: |
97-21; 2.391% | |
| Make-Whole Call: |
At any time at a discount of Treasury plus 40 basis points | |
| Settlement: |
June 15, 2015 (T+5) | |
| Denominations: |
Minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. | |
| Optional Tax Redemption: |
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 Disclosure Package and the Final Prospectus. | |
| Listing: |
New York Stock Exchange | |
| CUSIP: |
29082H AA0 | |
| ISIN: |
US29082HAA05 | |
| Rating of the Company1: |
[RESERVED] | |
| Public Offering Price: |
99.682% of principal amount, plus accrued interest, if any, from June 15, 2015. | |
| Price to Underwriters: |
99.492% of principal amount, plus accrued interest, if any, from June 15, 2015. | |
| Registration Statement File Numbers: |
333-204470 and 000-000000-00 | |
| Execution Time: |
4:30 p.m. (New York City time) on June 8, 2015 | |
| Closing: |
9:00 a.m. (New York City time) or at such other time as agreed between the parties hereto on June 15, 2015, at the offices of White & Case LLP, Av. Brig. Xxxxx Lima, 2.277 – 0xx Xxxxx, 00000-000 Xxx Xxxxx – XX, Xxxxxx. | |
| Bookrunners: |
Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC | |
| Managers: |
None. | |
| Co-managers: |
None. | |
| Clear Market Period: |
From June 8, 2015 to July 8, 2015, neither the Issuer nor the Company will, without the prior written consent of the Bookrunners, issue, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Issuer and having a tenor of more than one year, provided that the Issuer will not be prevented from (1) prepaying any existing indebtedness of the Issuer; (2) entering into any export financing transaction with multilateral agencies or (3) entering into any financing from Financiadora de Estudos e Projetos – FINEP or the Banco Nacional de Desenvolvimento Econômico e Social – BNDES. | |
| Indenture: |
Indenture to be dated as of June 15, 2015, among the Issuer and The Bank of New York Mellon, as trustee. | |
| Additional Transaction Documents: |
None. | |
| Notice to Underwriters: |
Notices to the Underwriters shall be directed to: | |
| Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: General Counsel Fax: x0 (000) 000-0000
and
Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Debt Syndicate Desk with copy to Legal Department | ||
| 1 | Rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
2
| Underwriter Information: |
The first paragraph under the caption “Underwriting—Price Stabilization and Short Positions” in the Disclosure Package and the Final Prospectus. | |
The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement – Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement – Basic Provisions.
This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Obligors one of the counterparts hereof, whereupon it will become a binding agreement among the Obligors and the several Underwriters in accordance with its terms.
3
Very truly yours,
/s/ Xxxxxxxxx Xxxxxxxx Xxxxxx Curado
By: Authorized Signatory
Name: Xxxxxxxxx Xxxxxxxx Xxxxxx Curado
Title: President and Chief Executive Officer
/s/ Xxxx Xxxxxxx xx Xxxxxxx Filippo
By: Authorized Signatory
Name: Xxxx Xxxxxxx xx Xxxxxxx Xxxxxxx
Title: Executive Vice-President and Chief Financial and Investor Relations Officer
EMBRAER NETHERLANDS FINANCE B.V.
/s/ Xxxx Xxxxxxx xx Xxxxxxx Filippo
By: Authorized Signatory
Name: Xxxx Xxxxxxx xx Xxxxxxx Xxxxxxx
Title: Supervisory Board Member
/s/ Xxxxxx Xxxxx xx Xxxxx Funo
By: Authorized Signatory
Name: Xxxxxx Xxxxx xx Xxxxx Funo
Title: Supervisory Board Member
4
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
CITIGROUP GLOBAL CAPITAL MARKETS INC.
/s/ Xxxx X. Xxxxxxx
By: Authorized Signatory
Name: Xxxx X. Xxxxxxx
Title: Vice President
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On this 8th day of June, 2015, before me, a notary public within and for said county, personally appeared Xxxx X. Xxxxxxx, to me personally known who being duly sworn, did say that he is the Vice President of Citibank Global Markets Inc., the person described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.
/s/ Xxxxxxx X. Xxxxxxxxxxx Xx.
Title: Notary Public, State of New York
No. 01MA6284269
Qualified in Richmond County
Commission Expires June 17, 2017
5
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
XXXXXX XXXXXXX & CO. LLC
/s/ Yurij Slyz
By: Authorized Signatory
Name: Yurij Slyz
Title: Executive Director
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
On this 3rd day of June, 2015, before me, a notary public within and for said county, personally appeared Yurij Slyz, to me personally known who being duly sworn, did say that he is the Executive Director of Xxxxxx Xxxxxxx & Co. LLC, the person described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.
/s/ Xxxxx X. Xxxxx
Title: Notary Public, State of New York
No. 01FL6134780
Qualified in New York County
Commission Expires October 3, 2017
6
SCHEDULE I
UNDERWRITERS
| Principal Amount | ||||
| Underwriter |
||||
| Citigroup Global Markets Inc. |
U.S.$ | 500,000,000 | ||
| Xxxxxx Xxxxxxx & Co. LLC |
U.S.$ | 500,000,000 | ||
|
|
|
|||
| Total |
U.S.$ | 1,000,000,000 | ||
|
|
|
|||
S-I-1
SCHEDULE II
ISSUER FREE WRITING PROSPECTUSES
| • | Final Term Sheet, dated June 8, 2015, relating to the Securities (as filed pursuant to Ruled 433 under the Securities Act) |
| • | Roadshow Presentation |
S-II-1
SCHEDULE III
FINAL TERM SHEET
S-III-1
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-204470
000-000000-00
PRICING TERM SHEET
EMBRAER NETHERLANDS FINANCE B.V.
U.S.$1,000,000,000 5.050% NOTES DUE 2025
GUARANTEED BY
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 | |
S-III-2
| 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**: |
[RESERVED] | |
| 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. Xxxxxx Xxxxxxx & Co. LLC | |
S-III-3
* 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 Xxxxxx Xxxxxxx & Co LLC at 0-000-000-0000.
S-III-4
