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Last updated on April 24, 2014 at 6:16 EDT

Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Final Results Of Tender Offer And Consent Solicitation For 7.000% Senior Notes Due 2020 And Early Tender Date Results Of Tender Offer For 6.000% Notes Due 2023

November 1, 2012

SAO PAULO, Nov. 1, 2012 /PRNewswire/ — Construtora Norberto Odebrecht S.A. (“CNO”), through its affiliate Odebrecht Finance Ltd. (the “Company”), announced today (i) the final results in connection with its previously announced offer to purchase for cash (the “2020 Notes Tender Offer”) and consent solicitation (the “2020 Notes Consent Solicitation”) with respect to any and all of the Company’s outstanding 7.000% Senior Notes due 2020 (the “2020 Notes”) and (ii) the early tender date results in connection with its previously announced offer to purchase (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. The 2020 Notes Tender Offer and related 2020 Notes Consent Solicitation expired at 5:00 p.m., New York City time, on October 31, 2012 (the “2020 Notes Expiration Date”). The early tender date for the 2023 Notes occurred at 5:00 p.m., New York City time, on October 31, 2012 (the “2023 Notes Early Tender Date”).

The Company has been advised that as of (i) the 2020 Notes Expiration Date, U.S.$379,033,000 in aggregate principal amount of the 2020 Notes, or approximately 76% of the 2020 Notes outstanding, had been validly tendered pursuant to the 2020 Notes Tender Offer and consents delivered pursuant to the related 2020 Notes Consent Solicitation and (ii) the 2023 Notes Early Tender Date, U.S.$428,465,000 in aggregate principal amount of the 2023 Notes, or approximately 54% of the 2023 Notes outstanding, had been validly tendered pursuant to the 2023 Notes Tender Offer.

The terms and conditions of the Tender Offers and the 2020 Notes Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated October 22, 2012, and the related Letter of Transmittal and Consent (together, the “Offer Documents”) previously distributed to holders of the Notes.

Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior to the 2020 Notes Expiration Date are eligible to receive the 2020 Notes consideration described in the Offer Documents, which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date for the 2020 Notes (the “2020 Notes Settlement Date”), which is expected to occur on or about November 5, 2012. The Company intends to pay for all 2020 Notes validly tendered and accepted for purchase pursuant to the 2020 Notes Tender Offer on the 2020 Notes Settlement Date. In addition, the Company intends to execute a supplemental indenture (the “2020 Notes Supplemental Indenture”) to the indenture governing the 2020 Notes, which will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture. Adoption of the proposed amendments to the indenture governing the 2020 Notes requires 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). The Company has obtained the requisite consents for the proposed amendments to the indenture governing the 2020 Notes. Any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2020 Notes, as amended by the 2020 Notes Supplemental Indenture.

Holders of 2023 Notes who have validly tendered their 2023 Notes at or prior to the 2023 Notes Early Tender Date are eligible to the receive the 2023 Notes total consideration described in the Offer Documents, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2023 Notes (the “2023 Notes Early Settlement Date”), which is expected to occur on or about November 5, 2012. Based on the aggregate principal amount of 2020 Notes accepted for purchase pursuant to the 2020 Notes Tender Offer, the 2023 Notes Maximum Tender Amount equals $70,967,000. As a result, in accordance with the proration procedures described in the Offer Documents, the proration factor used to determine the amount of validly tendered 2023 Notes to be accepted for purchase on the 2023 Notes Early Settlement Date equals 8.87%. Accordingly, the Company intends on the 2023 Notes Early Settlement Date to pay for and accept for purchase approximately $38.0 million in aggregate principal amount of 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date. Based on the proration procedures described in the Offer Documents, the Company will determine to what extent to accept for purchase on the final settlement date for the 2023 Notes (the “2023 Notes Final Settlement Date”) the remaining 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date, but not accepted for purchase on the 2023 Notes Early Settlement Date. Holders of 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date and so accepted on the 2023 Notes Final Settlement Date will receive the 2023 Notes total consideration, plus accrued and unpaid interest up to, but not including, the 2023 Notes Final Settlement Date.

Holders of 2023 Notes who have not yet tendered their 2023 Notes have until 12:00 Midnight, New York City time, on November 19, 2012, unless extended by us (such time and date, as it may be extended, the “2023 Notes Expiration Date”) to tender their 2023 Notes pursuant to the 2023 Notes Tender Offer. Any holders of 2023 Notes who validly tender their 2023 Notes after the 2023 Notes Early Tender Date but at or prior to the 2023 Notes Expiration Date will not be entitled to receive the 2023 Notes early tender payment and will therefore be entitled to receive only the 2023 Notes tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the 2023 Notes Final Settlement Date.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers (the “Information Agent”). Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 488-8035 (toll free) or +1 (212) 269-5550 (collect).

The Company reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The Company is making the Tender Offers only in those jurisdictions where it is legal to do so.

The Company has retained BB Securities Ltd. (“BB Securities”), BNP Paribas Securities Corp., Banco Bradesco BBI S.A. (“Bradesco BBI”), Citigroup Global Markets Inc. (“Citigroup”) and Mitsubishi UFJ Securities (USA), Inc. to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to BB Securities at + (44) 207 367 5832 (collect), BNP Paribas at +1 (888) 210-4358 (toll free) or +1 (212) 841-3059 (collect), Bradesco BBI at +1 (212) 888-9145 (collect), or Citigroup at +1 (800) 558?3745 (toll free) or +1 (212)?723?6108 (collect).

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The 2020 Notes Tender Offer and the 2020 Notes Consent Solicitation have been made solely pursuant to the Offer Documents. The 2023 Notes Tender Offer is being made solely pursuant to the Offer Documents. The 2023 Notes Tender Offer is not being made to, nor will the Company accept tenders of 2023 Notes from, holders of 2023 Notes in any jurisdiction in which the 2023 Notes Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About CNO

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.


Source: PR Newswire