Milbank LLP advised Embraer S.A. (“Embraer”) and its subsidiary Embraer Aircraft Holding, Inc. (“EAH”) in connection with the Framework Agreement they executed with Nidec Motor Corporation (“Nidec”) on June 17, 2023. The Framework Agreement establishes the terms and conditions for the establishment of a newly formed company named Nidec Aerospace, LLC (“Newco”) for the joint development and manufacture of electric propulsion systems (“Electric Propulsion Systems”) for aeronautical usage, including for vertical take-off and landing vehicles (“eVTOL”) and fixed-wing aircraft.
Newco and Eve Holding Inc. (“Eve”) also executed a Supply Agreement, which governs the supply of Electric Propulsion Systems and related services by Newco to Eve for aeronautical usage.
Newco is organized as a limited liability company under the laws of Delaware and its principal place of business is in the state of Missouri, United States of America. The capital structure of Newco is divided between Nidec and EAH, with Nidec holding 51% and EAH holding 49% of the membership interests.
The conclusion of the transactions provided in the Framework Agreement is subject to customary closing conditions, including antitrust and other regulatory approvals.
The Milbank team advising Embraer was led by partner Tobias Stirnberg (Capital Markets, São Paulo) and included partners Andrea L. Hamilton (Corporate, London) and Nicholas A. Smith (Technology, Washington, DC), as well as special counsel John C. Garces (Corporate, New York) and associate Guilherme Maranhão (Capital Markets, São Paulo).
