Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Intention To Launch Tender Offer And Consent Solicitation For Any And All Of 7.000% Senior Notes Due 2020 And Tender Offer For Up To The 2023 Notes Maximum Tender Amount Of 6.000% Notes Due 2023
SAO PAULO, Oct. 22, 2012 /PRNewswire/ — Construtora Norberto Odebrecht S.A. (“CNO”), through its affiliate Odebrecht Finance Ltd. (the “Company”), today announced its current intention to commence, following the pricing of the previously announced offering of U.S.$450.0 million in aggregate principal amount of the Company’s 7.125% Notes due 2042, (i) an offer to purchase for cash (the “2020 Notes Tender Offer”) any and all of the Company’s outstanding 7.000% Senior Notes due 2020 (the “2020 Notes”) and (ii) an offer to purchase for cash (the “2023 Notes Tender Offer” and, together with the 2020 Notes Tender Offer, the “Tender Offers”) the Company’s outstanding 6.000% Notes due 2023 (the “2023 Notes” and, together with the 2020 Notes, the “Notes”) in an aggregate principal amount of up to the amount equal to (x) U.S.$450.0 million less (y) the aggregate principal amount of 2020 Notes accepted for purchase pursuant to the 2020 Notes Tender Offer (the “2023 Notes Maximum Tender Amount”); provided that the 2023 Notes Maximum Tender Amount shall not exceed U.S.$300.0 million. Each series of Notes is guaranteed by CNO.
In connection with the 2020 Notes Tender Offer, the Company also intends to solicit (the “2020 Notes Consent Solicitation”) the consents of the holders of the 2020 Notes to the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the 2020 Notes to eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. The Proposed Amendments require the consents of holders of a majority in aggregate principal amount of the 2020 Notes outstanding (excluding any 2020 Notes held by the Company or its affiliates). Holders who tender their 2020 Notes pursuant to the 2020 Notes Tender Offer will also be providing consents with respect to the related 2020 Notes to the Proposed Amendments.
The following table sets forth the anticipated consideration for each series of Notes:
Aggregate Principal Amount Outstanding Maximum Acceptance Limit Consideration(1) Title of Security ----------------- U.S.$1,172.50(2) 7.000% Senior Notes due 2020 U.S.$500.0 million U.S.$500.0 million ---------------------------- ------------------ ------------------ 6.000% Notes due 2023 U.S.$800.0 million 2023 Notes Maximum Tender Amount U.S.$1,190.00(3) --------------------- ------------------ -------------------------------- ---------------
(1) The amount anticipated to be paid for each U.S.$1,000 principal amount of applicable series of Notes validly tendered and accepted for purchase, plus accrued and unpaid interest.
(2) The consideration for the 2020 Notes includes an anticipated consent payment of U.S.$30.00.
(3) The consideration for the 2023 Notes includes an anticipated early tender payment of U.S.$30.00.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. Each of the Tender Offers and the 2020 Notes Consent Solicitation will be made solely pursuant to an offer to purchase and consent solicitation statement and related letter of transmittal and consent.
CNO is the largest engineering and construction company in Latin America as measured by 2011 gross revenues. CNO engages in the construction of large-scale infrastructure and other projects, including the construction of highways, railways, power plants, bridges, tunnels, subways, buildings, port facilities, dams, manufacturing and processing plants, as well as mining and industrial facilities. CNO provides a variety of integrated engineering, procurement and construction services to clients in a broad range of industries, both within Brazil and internationally. CNO concentrates its construction activities on infrastructure projects in Brazil and in several international markets, principally in Latin America and Africa, which include projects sponsored by the public and private-sectors, as well as concession-based projects. CNO undertakes projects throughout Brazil, in other Latin American countries (including mainly Venezuela, Peru, Argentina, Panama, Colombia and the Dominican Republic), the United States, Portugal, the United Arab Emirates and certain countries in Africa (mainly Angola).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to CNO that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although CNO believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to CNO’s management, CNO cannot guarantee future results or events. CNO expressly disclaims a duty to update any of the forward-looking statements.
SOURCE Construtora Norberto Odebrecht S.A.