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

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:

 

Title of Security

Aggregate Principal

Amount Outstanding

Maximum

 Acceptance Limit

Consideration1

 

7.000% Senior Notes due 2020

(CUSIP No. 675758 AC0 /

ISIN US675758 AC09)  

(CUSIP No. G6710E AD2 /

ISIN USG6710E AD25)

 

U.S.$500.0 million

 

U.S.$500.0 million

 

U.S.$1,172.502

 

6.000% Notes due 2023

(CUSIP No. 675758 AG1 /

ISIN US675758 AG13)  

(CUSIP No. G6710E AG5 /

ISIN USG6710E AG55)

 

U.S.$800.0 million

 

2023 Notes Maximum Tender Amount

 

U.S.$1,190.003

(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 BB Securities at + (44) 207 367 5832 (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.




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