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The Firm represented Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as dealer managers, in connection with the Rule 144A/Regulation S private exchange offer and related consent solicitations by Embraer S.A. (“Embraer”). Pursuant to the exchange offer, which also contemplated a registration rights agreement, Embraer offered to exchange the existing 6.375% Notes due 2017 and 6.375% Notes due 2020 issued by its finance subsidiary Embraer Overseas Limited (the “Embraer Overseas”) and guaranteed by Embraer, for newly issued 5.696% Senior Notes  due 2023 issued by Embraer Overseas and guaranteed by Embraer (the “New Notes”). The exchange offer was successfully completed with the issuance of an aggregate of $540.5 million of New Notes.

 

Embraer is one of the leading manufacturers of commercial aircraft (i.e., regional and mid-capacity aircraft) in the world, with a global customer base. Embraer is a Brazilian publicly held company and also produces aircraft for executive aviation and for defense and security purposes.

 

The Simpson Thacher team for the exchange offers included Grenfel Calheiros, Gustavo Pinto and Taissa Licatti (Corporate – São Paulo), Jaime Mercado and Matthew Tappin (Corporate – New York) and Jonathan Cantor and Chang Won Choi (Tax).