Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Final Results of 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 2023
SAO PAULO, April 24, 2013 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), announced today the final results of its previously announced (i) 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) 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") and related consent solicitation (the "2023 Notes Consent Solicitation") with respect to the 2023 Notes. The 2020 Notes Tender Offer expired at 5:00 p.m., New York City time, on April 24, 2013 (the "2020 Notes Expiration Time"). The 2023 Notes Tender Offer and related 2023 Notes Consent Solicitation expired at 5:00 p.m., New York City time, on April 24, 2013 (the "2023 Notes Expiration Time).
The Company has been advised that as of (i) the 2020 Notes Expiration Date, U.S.$35,695,000 in aggregate principal amount of the 2020 Notes, or approximately 30.1% of the 2020 Notes outstanding as of the launch of the 2020 Notes Tender Offer, had been validly tendered pursuant to the 2020 Notes Tender Offer and (ii) the 2023 Notes Expiration Date, U.S.$597,595,000 in aggregate principal amount of the 2023 Notes, or approximately 82.0% of the 2023 Notes outstanding as of the launch of the 2023 Notes Tender Offer and related 2023 Consent Solicitation, had been validly tendered pursuant to the 2023 Notes Tender Offer and consents delivered pursuant to the related 2023 Notes Consent Solicitation.
The Tender Offers and the 2023 Notes Consent Solicitation were made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 16, 2013, and the related Letter of Transmittal and Consent (together, the "Offer Documents").
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, plus accrued and unpaid interest up to, but not including, the settlement date for the 2020 Notes, which is expected to occur on or about April 26, 2013 (the "2020 Notes Settlement Date"). 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.
Holders of 2023 Notes who have validly tendered their 2023 Notes and delivered their related consents to the proposed amendments at or prior to the 2023 Notes Expiration Date, are eligible to receive the 2023 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 2023 Notes, which is expected to occur on or about April 26, 2013 (the "2023 Notes Settlement Date"). The Company intends to pay for all 2023 Notes validly tendered and accepted for purchase pursuant to the 2023 Notes Tender Offer on the 2023 Notes Settlement Date. In addition, the Company intends to execute a supplemental indenture (the "2023 Notes Supplemental Indenture") to the indenture governing the 2023 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 2023 Notes requires 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). The Company has obtained the requisite consents for the proposed amendments to the indenture governing the 2023 Notes. Any 2023 Notes not tendered and purchased pursuant to the 2023 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2023 Notes, as amended by the 2023 Notes Supplemental Indenture.
The Company 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). 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).
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.
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 Odebrecht Finance Ltd.