Andrade Gutierrez International S.A. Announces Early Participation Date Results

BELO HORIZONTE, Brazil, Dec. 4, 2019 /PRNewswire/ -- Andrade Gutierrez International S.A., having its registered office at 12c, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and listed with the Luxembourg Trade and Companies' Register under the number B 176492,  ("AG International" or the "Issuer"), today announced the early participation results for the previously announced offer by AG International to exchange (the "Exchange Offer") any and all of the U.S.$356,348,680 aggregate principal amount outstanding of the 11.000% Senior Secured PIK Toggle Notes due 2021 of the Issuer (the "Old Notes") for newly issued 9.500% Senior Secured Notes due 2024 of the Issuer (the "New Notes") pursuant to the exchange offering memorandum and consent solicitation statement dated November 19, 2019, including Annexes A, B and C attached thereto (the "Exchange Offering Memorandum and Consent Solicitation Statement") and the concurrently announced consent solicitation (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation") from holders of the Old Notes ("Eligible Holders") to amend the indenture governing the Old Notes (the "Old Notes Indenture"), to release certain collateral securing the Old Notes and to make modifications in respect of the remaining collateral securing the Old Notes. The New Notes will be unconditionally guaranteed by Andrade Gutierrez Engenharia S.A. ("AG Engenharia"), Andrade Gutierrez Investimentos em Engenharia S.A. ("AGIE"), AG Construções e Serviços S.A. and Zagope SGPS, S.A. ("Zagope") (provided that Zagope's guarantee is limited to U.S.$50 million). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Exchange Offering Memorandum and Consent Solicitation Statement.

AG International has been advised by D.F. King & Co., Inc., the Exchange and Information Agent for the Exchange Offer, that U.S.$312,674,000 in aggregate principal amount of Old Notes (representing approximately 87.74% of the Old Notes outstanding at the commencement of the Exchange Offer and Consent Solicitation) were validly tendered and not validly withdrawn on or before 11:59 p.m. (New York City time) on December 3, 2019 (the "Early Participation Date"). The settlement date for Old Notes tendered on or prior to the Early Participation Date by the Issuer is expected to be promptly following the Early Participation Date, or December 9, 2019 (the "Early Settlement Date").

Eligible Holders who tendered their Old Notes prior to the Early Participation Date will receive the Total Consideration set forth in the table below, which includes the Early Participation Premium of U.S.$50.00 per U.S.$1,000 principal amount, plus Accrued Interest.

Concurrently with the Exchange Offer, the Issuer solicited consents in order to, among other things, (i) eliminate substantially all of the restrictive covenants, (ii) reduce the minimum notice period required in connection with the redemption of the Old Notes from 30 days to three business days for any Old Notes that remain outstanding after the Exchange Offer, (iii) direct the trustee for the Old Notes to direct the collateral agent for the Old Notes to enter into (x) a pari passu intercreditor agreement (substantially in the form attached as Annex C to the Exchange Offering Memorandum and Consent Solicitation Statement) with the collateral agent for the New Notes, the authorized representative for the New Notes, the authorized representative for the Old Notes, the Issuer, AG Engenharia and AGIE that will govern the relative rights of the Old Notes, the New Notes and any other Additional First Lien Obligations with respect to the AGE Collateral and (y) the Amended AGE Collateral Agreement and (iv) release the CCR Collateral securing the Old Notes (the "Proposed Amendments"). Adoption of the Proposed Amendments to the Old Notes Indenture requires the consent of the holders of at least 75% in aggregate principal amount of the Old Notes (the "Requisite Consents"). The Issuer announced today (i) that the Voting Condition Threshold has been met and the Requisite Consents were received from Eligible Holders to execute the supplemental indenture to implement the Proposed Amendments pursuant to the Exchange Offering Memorandum and the Consent Solicitation Statement, and the Issuer shall enter into a supplemental indenture, to be dated December 9, 2019, to the Old Notes Indenture to implement the Proposed Amendments and (ii) the Financing Condition has been met.

The Exchange Offer will expire at 11:59 p.m. (New York City time) on December 17, 2019, unless extended (such time and date, as it may be extended, the "Expiration Date"). Eligible Holders who validly tender Old Notes after the Early Participation Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Participation Premium and will therefore only be eligible to receive the Exchange Offer Consideration of U.S.$975.00 for each U.S.$1,000 principal amount of Old Notes validly tendered, plus Accrued Interest.

The "Total Exchange Consideration" for each U.S.$1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Participation Date pursuant to the Exchange Offer will be U.S.$1,025.00 in New Notes, which includes an early participation premium equal to U.S.$50.00 in New Notes (the "Early Participation Premium") per U.S.$1,000 principal amount of Old Notes validly tendered (and not validly withdrawn).  Any Eligible Holders who validly tender Old Notes after the Early Participation Date but at or prior to the Expiration Date will not be entitled to receive the Early Participation Premium and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Old Notes validly tendered, U.S.$975.00 , plus Accrued Interest, which does not include the Early Participation Premium that was payable to Eligible Holders who tendered on or prior to the Early Participation Date. As the Withdrawal and Revocation Date of 5:00 p.m. (New York City time) on December 3, 2019 has passed, previously tendered Old Notes or Old Notes tendered after such Withdrawal and Revocation Date cannot be withdrawn and consents may no longer be revoked, other than in the limited circumstances set forth in the Exchange Offering Memorandum and Consent Solicitation Statement.

The Issuer expects to settle the Old Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date promptly following the Expiration Date, or December 19, 2019 (the "Final Settlement Date"), unless the Expiration Date is extended.

The Information and Exchange Agent for the Exchange Offer is D.F. King & Co., Inc. To contact the Information and Exchange Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: +1-866-856-3065. Additional contact information is set forth below.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

None of the Issuer, the Information and Exchange Agent,  nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Old Notes in response to the Exchange Offer and Consent Solicitation. None of the Issuer, the Information and Exchange Agent, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Exchange Offer and Consent Solicitation other than the information and representations contained in the Exchange Offering Memorandum and Consent Solicitation Statement.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer, passed upon the merits or fairness of the Exchange Offer or passed upon the adequacy or accuracy of the disclosure in the Exchange Offering Memorandum and the Consent Solicitation Statement.

SOURCE Andrade Gutierrez International S.A.