EMBRAER S.A. Debt Securities TERMS AGREEMENT
Exhibit 1.2
Debt Securities
June 12, 2012
To: The Underwriters named herein
Ladies and Gentlemen:
Embraer S.A. (the “Company”) agrees 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 S.A. | |
| Title: | 5.150% Notes due 2022 | |
| Principal Amount: | US$500,000,000 | |
| Coupon (Interest Rate): | 5.150% per annum | |
| Interest Payment Dates: | Semi-annually on December 15 and June 15 (and on maturity date), commencing on December 15, 2012 | |
| Interest Payment Record Dates: | December 1 and June 1 | |
| Maturity Date: | June 15, 2022 | |
| Yield to Maturity: | 5.150% | |
| Benchmark Treasury: | 1.750% U.S. Treasury due May 2022 | |
| Spread to Benchmark Treasury: | 348.6 basis points | |
| Benchmark Treasury Price and Yield: | 100-25; 1.664% | |
| Make-Whole Call: | Treasury Rate plus 50 basis points after June 15, 2017 | |
| Settlement Date: | June 15, 2012 (T+3) | |
| Denominations: | US$2,000 and multiples of US$1,000 above such amount. | |
| Optional Tax Redemption: | For specified changes in Brazilian tax laws | |
| Listing: | New York Stock Exchange (application pending) | |
| CUSIP: | 29082A AA5 | |
| ISIN: | US29082AAA51 | |
| Ratings: | ▇▇▇▇▇’▇, Baa3; S&P, BBB- | |
| Public Offering Price: | 100.00% of the principal amount, plus accrued interest, if any, from June 15, 2012. | |
| Price to Underwriters: | 99.800% of the principal amount, plus accrued interest, if any, from June 15, 2012. | |
| Registration Statement File Number: | 333-182039 | |
| Execution Time: | 5 p.m. (New York City time) on June 12, 2012 | |
| Closing: | 9:30 a.m. (New York City time) on June 15, 2012, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Av. Presidente ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, n. 1.455, 12th floor, São Paulo, SP. |
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| Bookrunners: | Citigroup Global Markets Inc. Itau BBA USA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. | |
| Managers: | None | |
| Clear Market Period: | From June 12, 2012 to July 12, 2012, the Issuer and its subsidiaries will not issue, offer or sell non-real denominated debt securities with tenor of more than one year, provided that the Issuer will not be prevented from (i) prepaying any of its existing indebtedness; (ii) entering into a five-year revolving credit facility with lenders of its choosing; (iii) entering into any export financing transaction with multilateral agencies or (iv) 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, 2012, 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. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Fax: ▇▇▇-▇▇▇-▇▇▇▇ | ||
| Itau BBA USA Securities, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets – Syndicate Desk | ||
| and | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Syndicate Desk with copy to Legal Department | ||
| 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.
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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 Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.
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| Very truly yours, | ||
| EMBRAER S.A. | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Curado | |
| Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Curado | ||
| Title: President and Chief Executive Officer | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Filippo | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Executive Vice-President and Chief Financial and Investor Relations Officer | ||
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Authorized Signatory | ||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Managing Director Latin America Credit Markets | ||
| By: | ||
| Authorized Signatory | ||
| For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. | ||
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
| ITAU BBA USA SECURITIES, INC. | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Authorized Signatory | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, MD | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
| Authorized Signatory | ||
| ▇▇▇▇▇ ▇▇▇▇ Chief Operational Officer | ||
| For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. | ||
The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written.
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC. | ||
| By: | /s/ Yurij Slyz | |
| Authorized Signatory | ||
| Yurij Slyz, Executive Director | ||
| By: | ||
| Authorized Signatory | ||
| For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. | ||
| STATE OF NEW YORK | ) | |
| ) :SS | ||
| COUNTY OF NEW YORK | ) |
On this 12 day of June, 2012, before me, a notary public within and for said county, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to me personally known who being duly sworn, did say that he is Managing Director of CITIGROUP GLOBAL MARKETS INC., one of persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.
| [NOTARIAL SEAL] |
| STATE OF NEW YORK | ) | |
| ) :SS | ||
| COUNTY OF NEW YORK | ) |
On this 12th day of June, 2012, before me, a notary public within and for said county, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, to me personally known who being duly sworn, did say that she is MD and COO of ITAU BBA USA SECURITIES, INC., one of persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.
| [NOTARIAL SEAL] |
| STATE OF NEW YORK | ) | |
| ) :SS | ||
| COUNTY OF NEW YORK | ) |
On this 12 day of June, 2012, before me, a notary public within and for said county, personally appeared ▇▇. ▇▇▇▇▇ ▇▇▇▇, to me personally known who being duly sworn, did say that he is Executive Director of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC, one of persons described in and which executed the foregoing instrument, and acknowledges said instrument to be the free act and deed of said corporation.
| [NOTARIAL SEAL] |
SCHEDULE I
| Underwriter |
Principal Amount | |||
| Citigroup Global Markets Inc. |
US$ | 166,667,000 | ||
| Itau BBA USA Securities, Inc. |
US$ | 166,667,000 | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. |
US$ | 166,666,000 | ||
|
|
|
|||
| Total |
US$ | 500,000,000 | ||
SCHEDULE II
Free Writing Prospectuses included in Disclosure Package
| • | Final Term Sheet, dated June 12, 2012, relating to the Notes (as filed pursuant to Rule 433 under the U.S. Securities Act of 1933) |
SCHEDULE III
Final Term Sheet
June 12, 2012
US$500,000,000
5.150% Notes due 2022
| Issuer: |
Embraer S.A. | |
| Title of Securities: |
5.150% Notes due 2022 | |
| Public Offering Price: |
100.00% of the principal amount | |
| Principal Amount: |
US$500,000,000 | |
| Coupon (Interest Rate): |
5.150% per annum | |
| Interest Payment Dates: |
Semi-annually on December 15 and June 15 (and on maturity date), commencing on December 15, 2012 | |
| Interest Payment Record Dates: |
December 1 and June 1 | |
| Maturity Date: |
June 15, 2022 | |
| Yield to Maturity: |
5.150% | |
| Benchmark Treasury: |
1.750% U.S. Treasury due May 2022 | |
| Spread to Benchmark Treasury: |
348.6 basis points | |
| Benchmark Treasury Price and Yield: |
100-25; 1.664% | |
| Make-Whole Call: |
Treasury Rate plus 50 basis points after June 15, 2017 | |
| Trade Date: |
June 12, 2012 | |
| Settlement Date: |
June 15, 2012 (T+3) | |
| Denominations: |
US$2,000 and multiples of US$1,000 above such amount. | |
| Listing: |
New York Stock Exchange (application pending) | |
| CUSIP: |
29082A AA5 | |
| ISIN: |
US29082AAA51 | |
| Type of Offering: |
SEC registered (No. 333-182039) | |
| Joint Bookrunners: |
Citigroup Global Markets Inc. Itau BBA USA Securities, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC | |
| Ratings: |
▇▇▇▇▇’▇, Baa3; S&P, BBB- |
Note: 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 issuer has 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 has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer or any underwriter
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or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc., at 1-800-831-9146, Itau BBA USA Securities, Inc., at ▇-▇▇▇-▇▇▇-▇▇▇▇, or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, at 1-866-718-1649.
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