Andrade Gutierrez International S.A. Announces Termination of Cash Tender Offer for Any and All of its 11.000% Senior Secured PIK Toggle Notes due 2021 and related Consent Solicitation

BELO HORIZONTE, Brazil, Nov. 18, 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,  (the "Issuer"), today announced the termination of an offer by the Issuer to purchase for cash (the "Tender 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 (the "Notes") of the Issuer. The Tender Offer was made on the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated October 25, 2019 (as amended by the press release issued by the Issuer on November 8, 2019, the "Offer to Purchase and Consent Solicitation Statement"). The Issuer concurrently announced that it was soliciting consents (the "Consent Solicitation" and, together with the Tender Offer, the "Tender Offer and Consent Solicitation") from holders of the Notes ("Noteholders") to amend the indenture governing the Notes. The principal purpose of the Tender Offer and Consent Solicitation was to reprofile the company's debt and improve its capital structure.

Based on the failure to meet certain conditions and also in order to adjust a complex settlement mechanism, the Issuer has terminated the Tender Offer and the Consent Solicitation, and all of the Notes validly tendered will not be accepted for purchase and will be returned promptly to the tendering Noteholders thereof in accordance with applicable law at the expense of the Issuer. The Issuer expects to announce a revised transaction based on investor feedback shortly.

The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. To contact the Tender and Information 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.

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 Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase and the Consent Solicitation Statement.

This Press Release contains forward-looking statements within the meaning of the U.S. securities laws.  These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate," "intend," or other words or phrases of similar import.  Similarly, statements that describe our objectives, plans or goals also are forward-looking statements.  These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated.  The forward-looking statements included in this Press Release are made only as of the date of this Press Release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur.  We cannot assure you that projected results or events will be achieved or occur.

SOURCE Andrade Gutierrez International S.A.