Business Context and Reporting Period
This Form 6-K filing by Embraer S.A. covers the month of January 2019, specifically dated January 11, 2019. The report addresses a material fact regarding a strategic partnership between Embraer and The Boeing Co. following a favorable pronouncement from the Brazilian Federal Government.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a disclosure of a corporate transaction rather than a financial performance report.
Material Changes and Transaction Details
The primary material change is the Board of Directors' decision to ratify a strategic partnership with The Boeing Co. Key actions authorized include:
- Ratification of the December 17, 2018 resolution approving the Transaction.
- Authorization to execute the Master Transaction Agreement for the commercial aviation partnership.
- Authorization to execute the Contribution Agreement for a joint venture focused on the KC-390 multi-mission airplane.
- Preparation for the transfer of net equity (assets, debts, properties, rights, and obligations) related to the commercial aviation business unit to a new company.
Outlook, Risks, and Conditions
The consummation of the Transaction is contingent upon several conditions:
- Approval by Embraer's shareholders at an Extraordinary Shareholders' Meeting.
- Approval by antitrust authorities in Brazil, the United States, and other applicable jurisdictions.
- Satisfaction of other customary conditions for similar transactions.
Management has committed to keeping shareholders and the market informed of new material information regarding the Transaction.
Investor Verification Checklist
- Confirm the date and outcome of the Extraordinary Shareholders' Meeting required to approve the Transaction.
- Monitor regulatory filings for antitrust approval status in Brazil and the United States.
- Review the specific terms of the Master Transaction Agreement and Contribution Agreement once executed.
- Verify the scope of assets and liabilities to be transferred to the new joint venture entity.