Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance
Ltd., Launches Tender Offer For Any And All Of 7.000% Senior Notes Due 2020
And Tender Offer And Consent Solicitation For Any And All Of 6.000% Notes Due
SAO PAULO, April 16, 2013
SAO PAULO, April 16, 2013 /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") any and all of the Company's outstanding 6.000% Notes due
2023 (the "2023 Notes" and, together with the 2020 Notes, the "Notes"). Each
series of Notes is guaranteed by CNO.
In connection with the 2023 Notes Tender Offer, the Company is also soliciting
(the "2023 Notes Consent Solicitation") the consents of the holders of the
2023 Notes to the adoption of certain amendments (the "Proposed Amendments")
to the indenture governing the 2023 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 2023 Notes outstanding (excluding any 2023 Notes held
by the Company or its affiliates). Holders who tender their 2023 Notes
pursuant to the 2023 Notes Tender Offer will also be providing consents with
respect to the related 2023 Notes to the Proposed Amendments.
The 2023 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 2023 Notes will not become effective; however, the
Company reserves the right in its sole discretion to accept and purchase 2023
Notes tendered pursuant to the concurrent 2023 Notes Tender Offer for an
amount in cash equal to the 2023 Notes Consideration (as defined below).
The following table sets forth the consideration for each series of Notes:
Aggregate Principal Amount Outstanding Consideration^1
Title of Security
7.000% Senior Notes due
(CUSIP No. 675758 AC0 /
U.S.$118.6 million U.S.$1,160.00
ISIN US675758 AC09)
(CUSIP No. G6710E AD2 /
ISIN USG6710E AD25)
6.000% Notes due 2023
(CUSIP No. 675758 AG1 /
ISIN US675758 AG13) U.S.$729.0 million U.S.$1,167.50^2
(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
(2) The consideration for the 2023 Notes includes a consent payment of
The 2020 Notes Tender Offer will expire at 5:00 p.m., New York City time, on
April 24, 2013, unless extended by the Company (such time and date, as it may
be extended, the "2020 Notes Expiration Date"). Holders of 2020 Notes who
validly tender their 2020 Notes at or prior to the 2020 Notes Expiration Date
will be eligible to receive the 2020 Notes Consideration, plus accrued and
unpaid interest up to, but not including, the settlement date. The 2023 Notes
Tender Offer and related 2023 Notes Consent Solicitation will expire at 5:00
p.m., New York City time, on April 24, 2013, unless extended by the Company
(such time and date, as it may be extended, the "2023 Notes Expiration Date").
Holders of 2023 Notes who validly tender their 2023 Notes and deliver their
related consents to the Proposed Amendments at or prior to the 2023 Notes
Expiration Date, will be eligible to receive the 2023 Notes Consideration,
which includes a consent 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
2023 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.$1,000 principal amount of 2020
Notes validly tendered prior to the 2020 Notes Expiration Date and accepted
for purchase pursuant to the 2020 Notes Tender Offer will be U.S.$ 1,160.00.
The "2023 Notes Consideration" for each U.S.$1,000 principal amount of 2023
Notes validly tendered prior to the 2023 Notes Expiration Date and accepted
for purchase pursuant to the 2023 Notes Tender Offer will be U.S.$1,167.50.
The 2023 Notes Consideration includes a consent payment equal to U.S.$30.00
for each U.S.$1,000 principal amount of 2023 Notes accepted for purchase
pursuant to the 2023 Notes Tender Offer.
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 Company's concurrent offerings of reais denominated notes due
2018 and U.S. dollar denominated notes due 2025. Neither Tender Offer is
conditioned upon the tender of any minimum or maximum principal amount of
Notes of such series or of the other series. The Company has the right, in its
sole discretion, to amend or terminate either of the Tender Offers and the
2023 Notes Consent Solicitation at any time.
The terms and conditions of the Tender Offers and the 2023 Notes Consent
Solicitation, as well as the Proposed Amendments, are described in the Offer
to Purchase and Consent Solicitation Statement, dated April 16, 2013, 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 2023 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 2023 Notes Consent Solicitation only in those
jurisdictions where it is legal to do so.
The Company has retained Banco BTG Pactual – Cayman Branch ("BTG Pactual"),
Credit Agricole Securities (USA) Inc. ("Credit Agricole"), Deutsche Bank
Securities Inc. ("Deutsche Bank"), Santander Investment Securities Inc.
("Santander") and Scotia Capital (USA) Inc. ("Scotiabank") to act as Dealer
Managers and Solicitation Agents in connection with the Tender Offers and the
2023 Notes Consent Solicitation. Questions regarding the Tender Offers and
the 2023 Notes Consent Solicitation may be directed to BTG Pactual at +1
(212)293-4618 (collect), Credit Agricole at +1 (866) 807-6030 (toll free) or
+44(0)20 7214 7440 (collect), Deutsche Bank at +1 (855) 287-1922 (toll free)
or +1 (212) 250-7527 (collect), Santander at +1(212)407‑0995 (collect), or
Scotiabank at +1(212) 225-5501 (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
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 2023 Notes
Consent Solicitation are being made solely pursuant to the Offer Documents.
The Tender Offers and the 2023 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 2023
Notes Consent Solicitation or the acceptance thereof would not be in
compliance with the securities or blue sky laws of such jurisdiction.
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
SOURCE Construtora Norberto Odebrecht S.A.
Contact: Kristian Klein, +1-212-269-5550
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