巴西航空工业美股招股说明书(2025-02-07版)

EMBRAER NETHERLANDS FINANCE B.V.(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporatedunder the laws of the Netherlands) US$650,000,000 5.980% Notes due 2035 Fully, unconditionally and irrevocably guaranteed by EMBRAER S.A.(incorporated in the Federative Republic of Brazil) Embraer Netherlands Finance B.V., or the issuer, is offering US$650,000,000 in aggregate principal amount of its 5.980% notes due 2035, or thenotes. The issuer is a private company with limited liability incorporated under the laws of the Netherlands. The notes will be fully,unconditionally and irrevocably guaranteed by Embraer S.A., or Embraer, a corporation (sociedade anônima) incorporated under the laws of theFederative Republic of Brazil. Interest on the notes will be payable semi-annually on February 11 and August 11 of each year, commencing on August 11, 2025. 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 thenotes and (ii) the applicable “make-whole” amount. The notes may also be redeemed by either the issuer or Embraer (as the case may be), inwhole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, at any time upon theoccurrence of specified events relating to Brazilian or Dutch tax law, as set forth in this prospectus supplement. See “Description of the Notes—Redemption and Repurchase.” The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all of its other existing and future seniorunsecured debt. The guarantee will be senior unsecured obligations of Embraer, ranking equal in right of payment with all of its other existingand future senior unsecured debt. We will apply to list the notes on the New York Stock Exchange, or NYSE. We cannot assure you that our listing application with the NYSE willbe approved. Investing in the notes involves risks. See “Item 3. Key Information—D. Risk Factors” on page 4 of our annual report onForm 20-F for the year ended December 31, 2023, which is incorporated by reference in this prospectus supplement, and“Risk Factors” beginning on page S-12 of this prospectus supplement to read the discussion of material risks you shouldconsider before investing in the notes. (1)Plus accrued interest, if any, from February 11, 2025, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is accurate or complete. Any representation to the contrary is a criminaloffense. We expect the notes to be delivered to purchasers on or about February 11, 2025 in book-entry form only through the facilities of The DepositoryTrust Company, or DTC, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., or Euroclear andClearstream Banking,société anonyme, or Clearstream. Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementWhere You Can Find More InformationInformation Incorporated by ReferenceForward-Looking StatementsEnforcement of Civil LiabilitiesPresentation of Financial and Other DataSummaryThe OfferingSummary Financial and Other InformationRisk FactorsUse of ProceedsCapitalization Description of the NotesCertain Material Tax ConsiderationsUnderwritingLegal MattersExperts Prospectus About This ProspectusForward-Looking StatementsEmbraerEmbraer FinanceOffer Statistics and Expected TimetableCapitalization and IndebtednessUse of ProceedsEnforcement of Civil LiabilitiesDescription of Debt SecuritiesDescription of the GuaranteesLegal Ownership of Debt SecuritiesExpertsLegal MattersWhere You Can Find More InformationIncorporation of Certain Documents by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is divided in two parts. The first is this prospectus supplement, which describes the specific terms ofthis offering. The second part, the accompanying prospectus, gives more general information, some of which maynot apply to this offering. This prospectus supplement also adds to, updates and changes information contained inthe accompanying prospectus. If the description of the offering varies between this prospectus supplement and theaccompanying prospectus, you should rely on the information in this prospectus supplement. The accompanyingprospectus is part of a shelf registration statement that we filed with the SEC on February 5, 2025. Under the shelfregistration process, from time to time, we may offer and sell debt securities, guaranteed debt securities, ordinaryshares or preferred shares, or any combination thereof, in one or more offerings. In this prospectus supplement, unless otherwise specified or the context otherwise requires, references to “we,” “us”and “our” are to