Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Final Results Of Tender Offer And

 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

PR Newswire

SAO PAULO, Nov. 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 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 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.

Contact: Kristian Klein, +1-212-269-5550
 
Press spacebar to pause and continue. Press esc to stop.