Embraer's net proceeds from Boeing deal the same, despite higher price

By Marcelo Rochabrun and Carolina Mandl

SAO PAULO (Reuters) - Brazil's Embraer SA <EMBR3.SA> will receive the same net proceeds from a deal to sell 80 percent of its commercial jet unit to Boeing Co <BA.N>, even though the U.S. aircraft maker increased the enterprise value which includes debt by 11 percent.

Transaction costs have increased, Embraer said, and it expects net proceeds to total $3 billion. Boeing will pay $4.2 billion for its 80 percent stake.

Valuation figures were disclosed in the final terms of the transaction, which would leave the listed Brazilian Embraer as a smaller company focused on defense and business jets, with a minority stake in the Boeing-led business.

BTG Pactual analyst Renato Mimica said in a research note that Boeing lifted the enterprise value it placed on the entire regional jet business of Embraer to $5.26 billion but that net proceeds would be the same because of higher-than-expected separation costs and taxes on capital gains.

Embraer said on a conference call with investors that it was still looking for ways to lower the separation costs.

Embraer shares were up 3.3 percent in late afternoon trading in Sao Paulo. The way the companies divide up the assumption of debt was still unclear. Embraer had some $4 billion in total debt, according to its most recent financial statements at the end of September.

Despite the share price gain, at least one major shareholder said the revised agreement was still lacking in necessary details on such issues as debt and taxes.

Mimica said the deal value was increased by a change in how Embraer could eventually sell its 20 percent stake in the new commercial company.

The option can be exercised at the deal value, adjusted for inflation, for 10 years, Embraer said.

After that, Embraer can exercise the right to sell at "fair market value," which BTG analysts saw as adding value to the option.

Embraer's board moved on Monday to present the deal for approval to the Brazilian government, which holds veto power over important business decisions at the plane maker. But another source close to the negotiations said they were optimistic about the prospects.

It was unclear how long the government could take to make a decision, but President-elect Jair Bolsonaro and his aides have spoken favorably of a Boeing-Embraer deal. Bolsonaro begins his presidency on Jan. 1.

Brazilian Treasury Secretary Mansueto Almeida said on Monday the government was likely to complete its review of the deal at the beginning of Bolsonaro's presidency.

The deal is also subject to shareholder approvals at both Embraer and Boeing.

Boeing shares fell 0.8 percent to close at $316.13.

Separately, Embraer announced details of a joint venture with Boeing intended to promote its signature defense plane, the Embraer KC-390. Under that partnership, Embraer will have a 51 percent stake in the operation.

(Reporting by Marcelo Rochabrun and Carolina Mandl; Additional reporting by Paula Laierç and Marcela Ayres; Editing by Jeffrey Benkoe and Phil Berlowitz)