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MORGAN STANLEY & CO. LLC
OFFER TO PURCHASE FOR CASH
UP TO THE MAXIMUM TENDER AMOUNT (AS DEFINED BELOW) OF THE OUTSTANDING
6.950% SENIOR UNSECURED GUARANTEED NOTES DUE 2028
AND
7.000% SENIOR UNSECURED GUARANTEED NOTES DUE 2030
OF EMBRAER NETHERLANDS FINANCE B.V.
THE OFFERS (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 21, 2025 (SUCH TIME AND DATE, AS THE SAME
MAY BE EXTENDED IN THE OFFEROR’S SOLE DISCRETION, THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE TOTAL
CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES
ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 3, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE
OFFEROR’S SOLE DISCRETION, THE “EARLY TENDER DATE”). HOLDERS VALIDLY TENDERING THEIR NOTES AFTER THE EARLY TENDER DATE
AND ON OR PRIOR TO THE EXPIRATION DATE WILL ONLY BE ELIGIBLE TO RECEIVE THE TENDER CONSIDERATION (AS DEFINED HEREIN),
WHICH EQUALS THE TOTAL CONSIDERATION LESS THE EARLY TENDER PAYMENT (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE
WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFERS ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, OCTOBER 3, 2025
(SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE OFFEROR’S SOLE DISCRETION, THE “WITHDRAWAL DATE”).
THERE IS NO GUARANTEED DELIVERY MECHANISM PROVIDED FOR BY THE OFFEROR IN CONJUNCTION WITH THE OFFERS.
The Notes
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Principal Amount Outstanding
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Reference U.S. Treasury Security
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6.950% Senior Unsecured Guaranteed Notes due 2028
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Regulation S:
N29505 AA7 / USN29505AA70
Rule 144A:
29082H AC6 / US29082HAC60
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US$329,254,000
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4.250% due January 15, 2028
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7.000% Senior Unsecured Guaranteed Notes due 2030
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Regulation S:
N29505 AB5 / USN29505AB53
Rule 144A:
29082H AD4 / US29082HAD44
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US$750,000,000
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3.625% due August 31, 2030
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To view copies of the Tender Offer documents please click on the links below
Offer to Purchase
Press Release
Brokers, dealers, commercial banks, trust companies and other nominees will be reimbursed by the Tender and Information Agent, by application of funds provided by
us, for customary mailing and handling expenses incurred by them in forwarding material to their customers. Embraer will pay all other fees and expenses
attributable to the Offers, other than expenses incurred by Holders or beneficial owners of Notes.
The Tender and Information Agent for the Offers is:
D.F. KING & CO., INC.
28 Liberty Street, Floor 53
New York, NY 10005
E-mail: embraer@dfking.com
Banks and Brokers call: (646) 665-7701
Toll-Free: (800) 488-8095
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Any questions or requests for assistance or for additional copies of this Offer to Purchase may be directed to the Tender and Information Agent at its e-mail
address or one of its telephone numbers above.
The Dealer Manager for the Offers is:
Morgan Stanley & Co. LLC
1585 Broadway, 4th Floor
New York, New York 10019
United States
Attn: Global Debt Advisory Group
Toll Free: +1 (800) 624-1808
Collect: +1 (212) 761-1057
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