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Embraer S.A., et al. – ‘F-4’ on 4/18/14 – ‘EX-99.4’

On:  Friday, 4/18/14, at 3:00pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1292814-14-932   ·   File #s:  333-195376, -01

Previous ‘F-4’:  ‘F-4/A’ on 4/2/07   ·   Latest ‘F-4’:  This Filing   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 5/14/14

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/14  Embraer S.A.                      F-4¶                  15:1.0M                                   MZ Technologies/FA
          Embraer Overseas Ltd

Registration Statement by a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction   —   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement by a Foreign Private Issuer  HTML    393K 
                for Securities Issued in a Business-Combination                  
                Transaction                                                      
15: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      7K 
 2: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     69K 
 3: EX-5.1      Opinion re: Legality                                HTML     19K 
 4: EX-5.2      Opinion re: Legality                                HTML     57K 
 5: EX-5.3      Opinion re: Legality                                HTML     49K 
 7: EX-23.1     Consent of Experts or Counsel -- exhibit23_1        HTML     10K 
 8: EX-23.2     Consent of Experts or Counsel -- exhibit23_2        HTML      9K 
 9: EX-25       Statement re: Eligibility of Trustee -- Form T-1|2  HTML     46K 
                -- exhibit25                                                     
10: EX-99.1     Miscellaneous Exhibit -- exhibit99_1                HTML     94K 
11: EX-99.2     Miscellaneous Exhibit -- exhibit99_2                HTML     25K 
12: EX-99.3     Miscellaneous Exhibit -- exhibit99_3                HTML     11K 
13: EX-99.4     Miscellaneous Exhibit -- exhibit99_4                HTML     13K 
14: EX-99.5     Miscellaneous Exhibit -- exhibit99_5                HTML     17K 
 6: EX-12.1     Statement re: Computation of Ratios -- exhibit12_1  HTML     20K 


‘EX-99.4’   —   Miscellaneous Exhibit — exhibit99_4


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Exhibit 99.4

FORM OF LETTER TO NOMINEES

Embraer Overseas Limited

Offer to Exchange its
5.696% Guaranteed Notes due 2023
for
5.696% Guaranteed Notes due 2023

Unconditionally Guaranteed by
Embraer-Empresa Brasileira de Aeronautica S.A.

Pursuant to the Prospectus

Dated                     , 2014

To Registered Holders and The Depository
Trust Company Participants:

Enclosed are the materials listed below relating to the offer by Embraer Overseas Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), to exchange its new registered 5.696% Guaranteed Notes Due 2023 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding, registered 5.696% Guaranteed Notes Due 2023 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Prospectus dated         , 2014, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1.       Prospectus dated          , 2014;

2.       Letter of Transmittal;

3.       Notice of Guaranteed Delivery;

4.       Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and

5.       Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly.  Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2014 extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company or Embraer, and (ii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes.  If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.  By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

 

 

The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer.  The company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

[INFORMATION AGENT]

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF EMBRAER OVERSEAS LIMITED, EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA S.A. OR THE BANK OF NEW YORK MELLON OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/14/14  SEC                               UPLOAD9/27/17    1:165K Embraer Overseas Ltd.
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Filing Submission 0001292814-14-000932   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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