Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Launches Tender Offer and Consent

 Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance
Ltd., Launches 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

PR Newswire

SAO PAULO, Oct. 22, 2012

SAO PAULO, Oct. 22, 2012 /PRNewswire/ --Construtora Norberto Odebrecht S.A.
("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), today
announced  that it has commenced (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 is also soliciting
(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 (the "Requisite 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 2020 Notes Consent Solicitation may be terminated if the Requisite
Consents are not obtained, and in such case, the Proposed Amendments to the
indenture governing the 2020 Notes will not become effective; however, we
reserve the right in our sole discretion to accept and purchase 2020 Notes
tendered pursuant to the concurrent 2020 Notes Tender Offer for an amount in
cash equal to the 2020 Notes Consideration (as defined below).

The following table sets forth the consideration for each series of Notes:

                   Aggregate Principal Maximum
                                                              Consideration^1
Title of Security   Amount Outstanding  Acceptance Limit


7.000% Senior Notes
due 2020

(CUSIP No. 675758
AC0 /                                                       

ISIN US675758       U.S.$500.0 million  U.S.$500.0 million    U.S.$1,172.50^2
AC09)

(CUSIP No. G6710E
AD2 /

ISIN USG6710E AD25)


6.000% Notes due
2023

(CUSIP No. 675758                       
AG1 /                                                        
                                        2023 Notes Maximum
ISIN US675758       U.S.$800.0 million  Tender Amount         U.S.$1,190.00^3
AG13)

(CUSIP No. G6710E
AG5 /

ISIN USG6710E AG55)
(1) The amount 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 a consent payment of
U.S.$30.00.
(3) The consideration for the 2023 Notes includes an early tender payment of
U.S.$30.00.

The 2020 Notes Tender Offer and related 2020 Notes Consent Solicitation will
expire at 5:00 p.m., New York City time, on October 31, 2012, unless extended
by us (such time and date, as it may be extended, the "2020 Notes Expiration
Date"). Holders of 2020 Notes who validly tender their 2020 Notes and deliver
their related consents to the Proposed Amendments at or prior to the 2020
Notes Expiration Date will be eligible to receive the 2020 Notes
Consideration, which includes a consent payment, plus accrued and unpaid
interest up to, but not including, the settlement date. The 2023 Notes Tender
Offer will expire at 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"). Holders of 2023 Notes who validly tender their 2023
Notes at or prior to 5:00 p.m., New York City time, on October 31, 2012,
unless extended by us (such time and date, as the same may be extended, the
"2023 Notes Early Tender Date"), will be eligible to receive the 2023 Notes
Total Consideration (as defined below), which includes an early tender
payment, plus accrued and unpaid interest up to, but not including, the
settlement date. 2020 Notes and 2023 Notes that have been validly tendered
cannot be withdrawn and consents delivered pursuant to the 2020 Notes Consent
Solicitation may not be revoked, except in each case, as may be required by
applicable law.

The "2020 Notes Consideration" for each U.S.$1,000 principal amount of 2020
Notes validly tendered prior to the 2020 Notes Expiration Date and accepted
for purchase pursuant to the 2020 Notes Tender Offer will be U.S.$1,172.50.
The 2020 Notes Consideration includes a consent payment equal to U.S.$30.00
for each U.S.$1,000 principal amount of 2020 Notes accepted for purchase
pursuant to the 2020 Notes Tender Offer. The "2023 Notes Total Consideration"
for each U.S.$1,000 principal amount of 2023 Notes validly tendered prior to
the 2023 Notes Early Tender Date and accepted for purchase pursuant to the
2023 Notes Tender Offer will be U.S.$1,190.00. The 2023 Notes Total
Consideration includes an early tender payment equal to U.S.$30.00 for each
U.S.$1,000 principal amount of 2023 Notes validly tendered prior to the 2023
Notes Early Tender Date and accepted for purchase pursuant to the 2023 Notes
Tender Offer (the "2023 Notes Early Tender Payment"). Holders of 2023 Notes
who tender 2023 Notes after the 2023 Notes Early Tender Date but at or prior
to the 2023 Notes Expiration Date and whose 2023 Notes are accepted for
purchase will not be entitled to receive the 2023 Notes Early Tender Payment
and will therefore be entitled to receive, for each $1,000 principal amount of
2023 Notes tendered, $1,160.00. If 2023 Notes are validly tendered in an
aggregate principal amount in excess of the 2023 Notes Maximum Tender Amount
pursuant to the 2023 Notes Tender Offer, such tendered 2023 Notes will be
subject to proration (as described in the Offer Documents).

The Company's obligation to purchase Notes in either of the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions, including the
closing of the previously announced offering of U.S.$450.0 million in
aggregate principal amount of the Company's 7.125% Notes due 2042. Neither
Tender Offer is conditioned upon the tender of any minimum principal amount of
Notes of such series or of the other series. However, the 2023 Notes Tender
Offer is subject to the 2023 Notes Maximum Tender Amount. The Company has the
right, in its sole discretion, to amend or terminate either of the Tender
Offers and the 2020 Notes Consent Solicitation at any time.

The terms and conditions of the Tender Offers and the 2020 Notes Consent
Solicitation, as well as the Proposed Amendments, 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"). Copies of the Offer Documents are available to holders of Notes
from D.F. King & Co., Inc., the information agent for the Tender Offers and
the 2020 Notes Consent Solicitation (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 or deliveries of consents for any reason. The Company is
making the Tender Offers and the 2020 Notes Consent Solicitation 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. ("MUFJ")
to act as Dealer Managers and Solicitation Agents in connection with the
Tender Offers and the 2020 Notes Consent Solicitation. Questions regarding
the Tender Offers and the 2020 Notes Consent Solicitation may be directed to
BBSecurities at +(44)2073675832 (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 Tender Offers and the 2020 Notes
Consent Solicitation are being made solely pursuant to the Offer Documents.
The Tender Offers and the 2020 Notes Consent Solicitation are not being made
to, nor will the Company accept tenders of Notes and deliveries of consents
from, holders in any jurisdiction in which the Tender Offers and the 2020
Notes Consent Solicitation 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.

Contact: Kristian Klein, 212-269-5550
 
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