Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Final Results Of Tender Offer For 6.000% Notes Due 2023

SAO PAULO, Nov. 21, 2012 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), announced today the final results of its previously announced offer to purchase for cash (the "2023 Notes Tender Offer") the Company's outstanding 6.000% Notes due 2023 (the "2023 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 the Company's 7.000% Senior Notes due 2020 (the "2020 Notes") accepted for purchase pursuant to the Company's offer to purchase for cash (the "2020 Notes Tender Offer") any and all of its 2020 Notes (the "2023 Notes Maximum Tender Amount"); provided that the 2023 Notes Maximum Tender Amount shall not exceed U.S.$300.0 million. Based on the aggregate principal amount of 2020 Notes accepted for purchase pursuant to the 2020 Notes Tender Offer (which expired on October 31, 2012), the 2023 Notes Maximum Tender Amount equals U.S.$70,967,000.

The 2023 Notes Tender Offer expired at 12:00 Midnight, New York City time, on November 19, 2012 (the "2023 Notes Expiration Date"). The Company has been advised that as of the 2023 Notes Expiration Date, U.S.$443,472,000 in aggregate principal amount of the 2023 Notes, or approximately 55% of the 2023 Notes outstanding as of the launch of the 2023 Notes Tender Offer, had been validly tendered pursuant to the 2023 Notes Tender Offer, including U.S.$428,465,000 in aggregate principal amount of the 2023 Notes, or approximately 54% of the 2023 Notes outstanding as of the launch of the 2023 Notes Tender Offer, that were validly tendered at or prior to 5:00 p.m., New York City time, on October 31, 2012 (the "2023 Notes Early Tender Date").

The 2023 Notes Tender Offer was made pursuant to an Offer to Purchase, dated October 22, 2012, and related Letter of Transmittal (together, the "Offer Documents"). In accordance with the proration procedures described in the Offer Documents (the "Proration Procedures"), the final proration factor used to determine the amount of 2023 Notes validly tendered at or prior to the 2023 Notes Expiration Date to be accepted for purchase on the 2023 Notes Final Settlement Date (as defined below) equals approximately 16.02%.  Based on the Proration Procedures, the Company will accept for purchase on the 2023 Notes Final Settlement Date approximately U.S.$2.4 million in aggregate principal amount of the 2023 Notes validly tendered after the 2023 Notes Early Tender Date but at or prior to the 2023 Notes Expiration Date.

On November 5, 2012 (the "Early Settlement Date"), the Company purchased approximately U.S.$38.0 million in aggregate principal amount of the 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date.  Based on the Proration Procedures, the Company will accept for purchase on the 2023 Notes Final Settlement Date approximately an additional U.S.$30.7 million in aggregate principal amount of the 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date but not previously purchased on the Early Settlement Date.

Holders of 2023 Notes who have validly tendered their 2023 Notes at or prior to the 2023 Notes Expiration Date but after the 2023 Notes Early Tender Date are eligible to receive the 2023 Notes tender offer consideration described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the final settlement date for the 2023 Notes, which is expected to occur on or about November 21, 2012 (the "2023 Notes Final Settlement Date"). Holders of 2023 Notes validly tendered at or prior to the 2023 Notes Early Tender Date and so accepted on the 2023 Notes Final Settlement Date will receive the 2023 Notes total consideration described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the 2023 Notes Final Settlement Date.

BB Securities Ltd. ("BB Securities"), BNP Paribas Securities Corp. ("BNP Paribas"), Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup Global Markets Inc. ("Citigroup") and Mitsubishi UFJ Securities (USA), Inc. acted as Dealer Managers in connection with the 2023 Notes Tender Offer.  Questions regarding the 2023 Notes Tender Offer 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). D.F. King & Co., Inc. acted as the information agent for the 2023 Notes Tender Offer and requests for documents may be directed to D.F. King & Co., Inc. at +1 (800) 488-8035 (toll free) or +1 (212) 269-5550 (collect).

This announcement is not an offer to purchase or a solicitation of an offer to purchase.

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.