Construtora Norberto Odebrecht S.A. Announces Results of Tender Offers and Consent Solicitations for 9.625% Senior Notes Due 2014, 7.500% Senior Notes Due 2017 and 7.000% Senior Notes Due 2020 of Odebrecht Finance Ltd.

Mar 30, 2011, 09:00 ET from Construtora Norberto Odebrecht S.A.

SAO PAULO, March 30, 2011 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), today announced that in connection with its previously announced offers to purchase for cash and consent solicitations with respect to any and all of the outstanding 9.625% Senior Notes due 2014 (the "2014 Notes"), 7.500% Senior Notes due 2017 (the "2017 Notes"), and 7.000% Senior Notes due 2020 (the "2020 Notes," and together with the 2014 Notes and the 2017 Notes, the "Notes") of its affiliate Odebrecht Finance Ltd. (the "Company"), it has received, as of 8:00 a.m., New York City time, on March 30, 2011 (the "Expiration Date"), tenders and consents in the following amounts:


Title of Security

Aggregate Principal Amount Outstanding

Aggregate Principal Amount Tendered

Percent Tendered

9.625% Senior Notes due 2014

U.S.$197,900,000

U.S.$153,266,000

77.45%

7.500% Senior Notes due 2017

U.S.$400,000,000

U.S.$286,612,000

71.65%

7.000% Senior Notes due 2020

U.S.$500,000,000

U.S.$219,740,000

43.95%




The tender offers and consent solicitations commenced on March 21, 2011 and the full terms and conditions of the tender offers and consent solicitations are described in the Offer to Purchase and Consent Solicitation Statement, dated March 21, 2011, and the related Letter of Transmittal and Consent (the "Offer Documents") previously distributed to holders of the Notes.

The Company's obligation to purchase Notes in any of the tender offers is conditioned on the satisfaction or waiver of certain conditions, including a financing condition and, solely with respect to the 2020 Notes, a condition that the Company shall not have received tenders of Notes in all of the tender offers having an aggregate principal amount in excess of U.S.$500 million (the "Maximum Tender Condition"). Because the Maximum Tender Condition has not been satisfied, the tender offer and consent solicitation relating to the 2020 Notes has been terminated.  As such, the Company will not accept for purchase any 2020 Notes tendered pursuant to the tender offers and any 2020 Notes tendered pursuant to the tender offers will be promptly returned to the holders thereof. The indenture governing the 2020 Notes will remain in effect in its present form.

Holders of 2014 Notes and 2017 Notes who have tendered their 2014 Notes and 2017 Notes prior to the Expiration Date are eligible to receive the total consideration described in the Offer Documents, which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date.  The Company intends to pay for any and all 2014 Notes and 2017 Notes validly tendered and accepted for purchase pursuant to the tender offers on the settlement date, which is expected to occur on or about April 5, 2011. In addition, on the settlement date, CNO and the Company intend to execute supplemental indentures to each of the indentures governing the 2014 Notes and 2017 Notes which will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indentures. With respect to each of the indentures governing the 2014 Notes and 2017 Notes, adoption of the proposed amendments for which consents have been sought requires the consents of holders of a majority in aggregate principal amount of the applicable Notes outstanding (excluding any such Notes held by the Company or its affiliates). Any 2014 Notes and 2017 Notes not tendered and purchased pursuant to the tender offers will remain outstanding and will be governed by the terms of the indenture relating to such Notes as amended by the applicable supplemental indenture.

The Company has retained BofA Merrill Lynch and HSBC Securities (USA) Inc. ("HSBC") to act as Dealer Managers and Solicitation Agents in connection with the tender offers and consent solicitations.  Questions regarding the tender offers and consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect) or HSBC at (888) HSBC-4LM (toll free) or (212) 525-5552 (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 consent solicitations have been made solely pursuant to the Offer Documents.  

About CNO

CNO is the largest engineering and construction company in Latin America as measured by 2009 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 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 and Section 21E of the U.S. Securities Exchange Act of 1934. 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.