Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Launches a (1) Tender Offer and Consent Solicitation for Any and All of Odebrecht Finance Ltd.'s 7.000% Senior Notes Due 2020, 5.125% Notes Due 2022 and 6.000% Notes Due 2023 and (2) Tender Offer, Up To the 2025 Notes Maximum Tender Amount (as Defined Below), for Odebrecht Finance Ltd.'s 4.375% Notes Due 2025
SAO PAULO, June 19, 2014 /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"), (ii) an offer to purchase for cash (the "2022 Notes Tender Offer") any and all of the Company's outstanding 5.125% Notes due 2022 (the "2022 Notes"), (iii) an offer to purchase for cash (the "2023 Notes Tender Offer") any and all of the Company's outstanding 6.000% Notes due 2023 (the "2023 Notes"), and (iv) an offer to purchase for cash (the "2025 Notes Tender Offer" and, together with the 2020 Notes Tender Offer, the 2022 Notes Tender Offer and the 2023 Notes Tender Offer, the "Tender Offers") the Company's 4.375% Notes due 2025 (the "2025 Notes" and, together with the 2020 Notes, the 2022 Notes and the 2023 Notes, the "Notes") in an aggregate principal amount of up to the amount equal to (a) U.S.$500.0 million less (b) the total aggregate consideration (excluding accrued and unpaid interest) to be paid with respect to the 2022 Notes and 2023 Notes that have been validly tendered and accepted for purchase pursuant to the 2022 Notes Tender Offer and the 2023 Notes Tender Offer, respectively, less (c) U.S.$88.3 million (which is approximately equal to (1) the aggregate principal amount of outstanding 2020 Notes multiplied by (2) the total aggregate consideration (excluding accrued and unpaid interest) to be paid with respect to the 2020 Notes that have been validly tendered and accepted for purchase pursuant to the 2020 Notes Tender Offer (the "2025 Notes Maximum Tender Amount"). If 2025 Notes are validly tendered in an aggregate principal amount in excess of the 2025 Notes Maximum Tender Amount pursuant to the 2025 Notes Tender Offer, such tendered 2025 Notes will be subject to proration. 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 an amendment (the "2020 Notes Proposed Amendment") to the indenture governing the 2020 Notes to amend the "Substitution of Issuer" provision to permit the issuer of such notes to be replaced and substituted as principal debtor by (i) CNO, (ii) Odebrecht S.A. ("Odebrecht") or (iii) any wholly-owned subsidiary of CNO or Odebrecht. The 2020 Notes Proposed Amendment requires the consents of holders of a majority in aggregate principal amount of outstanding 2020 Notes. Holders who tender outstanding 2020 Notes pursuant to the 2020 Notes Tender Offer will also be providing consents with respect to the related 2020 Notes to the 2020 Notes Proposed Amendment.
The 2020 Notes Consent Solicitation may be terminated if the 2020 Notes Requisite Consents are not obtained, and in such case, the 2020 Notes Proposed Amendment to the indenture governing the 2020 Notes will not become effective; however, the Company reserves the right in its 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).
In connection with the 2022 Notes Tender Offer, the Company is also soliciting (the "2022 Notes Consent Solicitation") the consents of the holders of the 2022 Notes to the adoption of certain amendments (the "2022 Notes Proposed Amendments") to the indenture governing the 2022 Notes to (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained therein and (ii) amend the "Substitution of Issuer" provision to permit the issuer of such notes to be substituted as principal debtor by (a) CNO, (b) Odebrecht or (c) any wholly-owned subsidiary of CNO or Odebrecht. The 2022 Notes Proposed Amendments require the consents of holders of a majority in aggregate principal amount of outstanding 2022 Notes. Holders who tender outstanding 2022 Notes pursuant to the 2022 Notes Tender Offer will also be providing consents with respect to the related 2022 Notes to the 2022 Notes Proposed Amendments.
The 2022 Notes Consent Solicitation may be terminated if the 2022 Notes Requisite Consents are not obtained, and in such case, the 2022 Notes Proposed Amendments to the indenture governing the 2022 Notes will not become effective; however, the Company reserves the right in its sole discretion to accept and purchase 2022 Notes tendered pursuant to the concurrent 2022 Notes Tender Offer for an amount in cash equal to the 2022 Notes Consideration (as defined below).
In connection with the 2023 Notes Tender Offer, the Company is also soliciting (the "2023 Notes Consent Solicitation" and, together with the 2020 Notes Consent Solicitation and the 2022 Notes Consent Solicitation, the "Consent Solicitations") the consents of the holders of the 2023 Notes to the adoption of certain amendments (the "2023 Notes Proposed Amendment" and, together with the 2020 Notes Proposed Amendment and the 2022 Notes Proposed Amendments, the "Proposed Amendments") to the indenture governing the 2023 Notes to permit the issuer to be substituted by (i) CNO, (ii) Odebrecht, or (iii) any wholly-owned subsidiary of CNO or Odebrecht. The 2023 Notes Proposed Amendment requires the consents (the "2023 Notes Requisite Consents" and, together with the 2020 Notes Requisite Consents and the 2023 Notes Requisite Consents, the "Requisite Consents") of holders of a majority in aggregate principal amount of the 2023 Notes outstanding. 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 2023 Notes Proposed Amendment.
The 2023 Notes Consent Solicitation may be terminated if the 2023 Notes Requisite Consents are not obtained, and in such case, the 2023 Notes Proposed Amendment 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 Company is not soliciting consents from the holders of 2025 Notes with respect to the 2025 Notes Tender Offer.
The following table sets forth the consideration for each series of Notes:
Title of Security |
Aggregate Principal Amount Outstanding |
Maximum Acceptance Limit |
Consideration1 |
7.000% Senior Notes due 2020 |
U.S.$82.9 million |
Any and All |
U.S.$1,065.002 |
5.125% Notes due 2022 |
U.S.$600.0 million |
Any and All |
U.S.$1,100.003 |
6.000% Notes due 2023 |
U.S.$120.5 million |
Any and All |
U.S.$1,100.004 |
4.375% Notes due 2025 |
U.S.$518.6 million |
2025 Notes Maximum Tender Amount |
U.S.985.005 |
(1) The amount anticipated 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 an anticipated consent payment of U.S.$30.00. |
(3) The consideration for the 2022 Notes includes an anticipated consent payment of U.S.$30.00. |
(4) The consideration for the 2023 Notes includes an anticipated consent payment of U.S.$30.00. |
(5) The consideration for the 2025 Notes includes an anticipated early tender payment of U.S.$30.00. |
The 2020 Notes Tender Offer and related 2020 Notes Consent Solicitation will expire at 12:00 Midnight, New York City time, on June 26, 2014, 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 and deliver their related consents to the 2020 Notes Proposed Amendment 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 2022 Notes Tender Offer and related 2022 Notes Consent Solicitation will expire at 12:00 Midnight, New York City time, on June 26, 2014, unless extended by the Company (such time and date, as it may be extended, the "2022 Notes Expiration Date"). Holders of 2022 Notes who validly tender their 2022 Notes and deliver their related consents to the 2022 Notes Proposed Amendments at or prior to the 2022 Notes Expiration Date will be eligible to receive the 2022 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 and related 2023 Notes Consent Solicitation will expire at 12:00 Midnight, New York City time, on June 26, 2014, 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 2023 Notes Proposed Amendment 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.
The 2025 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on July 17, 2014, unless extended by the Company (such time and date, as it may be extended, the "2025 Notes Expiration Date"). Holders of 2025 Notes who validly tender their 2025 Notes at or prior to 5:00 p.m., New York City time, on July 2, 2014, unless extended by the Company (such time and date, as the same may be extended, the "2025 Notes Early Tender Date"), will be eligible to receive the 2025 Notes Total Consideration, which includes the 2025 Notes Early Tender Payment, plus accrued and unpaid interest up to, but not including, the settlement date. Holders of 2025 Notes who validly tender their 2025 Notes after the 2025 Notes Early Tender Date but at or prior to the 2025 Notes Expiration Date in the manner described herein will not be eligible to receive the 2025 Notes Early Tender Payment and will therefore only be eligible to receive the 2025 Notes Tender Offer Consideration, plus accrued and unpaid interest up to, but not including, the settlement date.
2020 Notes, 2022 Notes, 2023 Notes and 2025 Notes that have been validly tendered cannot be withdrawn and consents delivered pursuant to the related Consent Solicitations cannot be revoked, except as may be required by applicable law.
The "2020 Notes Consideration" for each U.S.$1,000 principal amount of 2020 Notes validly tendered at or prior to the 2020 Notes Expiration Date and accepted for purchase pursuant to the 2020 Notes Tender Offer will be U.S.$1,065. The "2022 Notes Consideration" for each U.S.$1,000 principal amount of 2022 Notes validly tendered at or prior to the 2022 Notes Expiration Date and accepted for purchase pursuant to the 2022 Notes Tender Offer will be U.S.$1,100. The "2023 Notes Consideration" for each U.S.$1,000 principal amount of 2023 Notes validly tendered at or prior to the 2023 Notes Expiration Date and accepted for purchase pursuant to the 2023 Notes Tender Offer will be U.S.$ 1,100. Each of the 2020 Notes Consideration, the 2022 Notes Consideration and the 2023 Notes Consideration includes a consent payment equal to U.S.$30 for each U.S.$1,000 principal amount of such Notes accepted for purchase pursuant to the applicable Tender Offer. The "2025 Notes Total Consideration" for each U.S.$1,000 principal amount of 2025 Notes validly tendered at or prior to the 2025 Notes Early Tender Date and accepted for purchase pursuant to the 2025 Notes Tender Offer will be U.S.$985. The 2025 Notes Total Consideration includes an early tender payment equal to U.S.$30 for each U.S.$1,000 principal amount of 2025 Notes validly tendered at or prior to the 2025 Notes Early Tender Date and accepted for purchase pursuant to the 2025 Notes Tender Offer (the "2025 Notes Early Tender Payment"). 2025 Notes Holders who tender 2025 Notes after the 2025 Notes Early Tender Date but at or prior to the 2025 Notes Expiration Date and whose 2025 Notes are accepted for purchase will not be entitled to receive the 2025 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2025 Notes tendered, U.S.$955 (the "2025 Notes Tender Offer Consideration"), which amount is equal to the 2025 Notes Total Consideration less the 2025 Notes Early Tender Payment.
The Company's obligation to purchase Notes in any of the Tender Offers is conditioned on the satisfaction or waiver of certain conditions, including the consummation of an offering of U.S.$500.0 million in aggregate principal amount of the Company's 5.250% notes due 2029. None of the Tender Offers is conditioned upon the tender of any minimum or maximum principal amount of Notes of such series or any other series. However, the 2025 Notes Tender Offer is subject to the 2025 Notes Maximum Tender Amount. In addition, the Consent Solicitations are subject to the receipt of the Requisite Consents. The Company has the right, in its sole discretion, to amend or terminate either of the Tender Offers and the related Consent Solicitations at any time.
The terms and conditions of the Tender Offers and the Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated June 19, 2014, 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 Consent Solicitations (the "Information Agent"). Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 769-7666 (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 Consent Solicitations only in those jurisdictions where it is legal to do so.
The Company has retained Citigroup Global Markets Inc. ("Citigroup"), Deutsche Bank Securities Inc. ("Deutsche Bank"), Itau BBA USA Securities, Inc. ("Itaú BBA"), J.P. Morgan Securities LLC ("J.P. Morgan"), Mitsubishi UFJ Securities (USA), Inc. ("Mitsubishi UFJ Securities") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and the Consent Solicitations. Questions regarding the Tender Offers and the Consent Solicitations may be directed to Citigroup at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Deutsche Bank at +1 (855) 287-1922 (toll free) or +1 (212) 250-7527 (collect), Itaú BBA at +1 (888) 770-4828 (toll free), J.P. Morgan at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect), Mitsubishi UFJ Securities at +1 (877) 744-4532 (toll free) or +1 (212) 405-7481 (collect), and Santander at +1 (212) 407-0995 (collect).
None of 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 related Consent Solicitations are being made solely pursuant to the Offer Documents. The Tender Offers and the related Consent Solicitations 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 Consent Solicitations 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 2013 gross revenues, according to McGraw-Hill Construction Engineering News Record. 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, 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, Mexico and the Dominican Republic), the United States, 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.
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