Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Final Results Of Tender Offers For Any And All Of Odebrecht Finance's 7.000% Senior Notes Due 2020, 5.125% Notes Due 2022 And 6.000% Notes Due 2023 And Related Consent Solicitations.

SAO PAULO, June 27, 2014 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), announced today the final results of its previously announced (i) 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 related consent solicitation (the "2020 Notes Consent Solicitation") with respect to the 2020 Notes, (ii) offer to purchase for cash (the ""2022 Notes Tender Offer") any and all of the Company's outstanding 5.125% Notes due 2022 (the "2022 Notes") and related consent solicitation (the "2022 Notes Consent Solicitation") with respect to the 2022 Notes, and (iii) offer to purchase for cash (the "2023 Notes Tender Offer" and, together with the 2020 Notes Tender Offer and the 2022 Notes Tender Offer, the "Tender Offers") any and all of the Company's outstanding 6.000% Notes due 2023 (the "2023 Notes" and, together with the 2020 Notes and the 2022 Notes, the "Notes") and related consent solicitation (the "2023 Notes Consent Solicitation" and, together with the 2020 Notes Consent Solicitation and the 2022 Notes Consent Solicitation, the "Consent Solicitations") with respect to the 2023 Notes. Each of the Tender Offers and Consent Solicitations expired at 12:00 Midnight, New York City time, on June 26, 2014 (the "Expiration Time").  

The Company has been advised that as of the Expiration Time (i) U.S.$10,171,00 in aggregate principal amount of the 2020 Notes, representing approximately 12.2% of the outstanding 2020 Notes, (ii) U.S.$456,980,000 in aggregate principal amount of the 2022 Notes, representing approximately 76.1% of the outstanding 2022 Notes, and (iii) U.S.$18,920,000 in aggregate principal amount of the 2023 Notes, representing approximately 15.7% of the outstanding 2023 Notes, have been validly tendered (and not validly withdrawn) pursuant to the applicable Tender Offer.  The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Deadline, with such settlement date expected to be on or about June 27, 2014 (the "Settlement Date").

Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior to the Expiration Time are eligible to receive the 2020 Notes Consideration described in the Offer Documents (as defined below), which includes a consent payment, plus accrued and unpaid interest up to, but not including, the Settlement Date.  The Company has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2020 Notes, as set forth in the Offer to Purchase.  Accordingly, a supplemental indenture to the indenture governing the 2020 Notes will not be executed. Any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2020 Notes.

Holders of 2022 Notes who have validly tendered their 2022 Notes at or prior to the Expiration Time are eligible to receive the 2022 Notes 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 has received the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2022 Notes, as set forth in the Offer to Purchase.  Accordingly, the Company has entered into a supplemental indenture to the indenture governing the 2022 Notes containing the 2022 Notes Proposed Amendments (as defined in the Offer to Purchase). Any 2022 Notes not tendered and purchased pursuant to the 2022 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2022 Notes, as amended by the supplemental indenture containing the 2022 Notes Proposed Amendments.

Holders of 2023 Notes who have validly tendered their 2023 Notes at or prior to the Expiration Time are eligible to receive the 2023 Notes 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 has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2023 Notes, as set forth in the Offer to Purchase (as defined below).  Accordingly, a supplemental indenture to the indenture governing the 2023 Notes will not be executed. Any 2023 Notes not tendered and purchased pursuant to the 2023 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2023 Notes.

Concurrently with the Tender Offers, CNO also previously announced an offer to purchase for cash (the "2025 Notes Tender Offer") the Company's 4.375% Notes due 2025 (the "2025 Notes") in an aggregate principal amount of up to the 2025 Notes Maximum Tender Amount (as defined in the Offer to Purchase).  Pursuant to the terms of the Offer to Purchase and the total aggregate consideration (excluding accrued and unpaid interest) to be paid with respect to the 2022 Notes and 2023 Notes that have been validly tendered and accepted for purchase, the 2025 Maximum Tender Amount is zero.  As a result, no 2025 Notes will be accepted pursuant to the 2025 Notes Tender Offer and none of the 2025 Notes that have been tendered in the 2025 Notes Tender Offer will be accepted for purchase and no consideration will be paid or become payable to holders of 2025 Notes who have tendered their 2025 Notes in the 2025 Tender Offer.  All 2025 Notes previously tendered and not withdrawn will be promptly returned or credited back to their respective holders. 

The Tender Offers and the related Consent Solicitations and the 2025 Notes Tender Offer were made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated June 19, 2014 (the "Offer to Purchase"), and the related Letter of Transmittal and Consent (together, the "Offer Documents").  The Company's obligation to purchase Notes in the applicable Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including the satisfaction of the Financing Condition (as defined in the Offer to Purchase).

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers, the 2025 Notes Tender Offer and the Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect).

The Company reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or 2025 Notes or deliveries of related consents for any reason.  The Company is making the applicable Tender Offer, the 2025 Notes Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so.   

The Company has retained Citigroup Global Markets Inc. ("Citigroup"), Deutsche Bank Securities Inc. ("Deutsche Bank"), Itau BBA USA Securities, Inc. ("Itau BBA"), J.P. Morgan Securities LLC ("J.P. Morgan"), Mitsubishi UFJ Securities (USA), Inc. ("Mitsubishi UFJ Securities") and Santander Investment Securities Inc. ("Santander") to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers, the 2025 Notes Tender Offer and the Consent Solicitations.  Questions regarding the Tender Offers, the 2025 Notes Tender Offer and the Consent Solicitations may be directed to Citigroup at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Deutsche Bank at +1 (855) 287-1922 (toll free) or +1 (212) 250-7527 (collect), Itau BBA at +1 (888) 770-4828 (toll free), J.P. Morgan at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect), Mitsubishi UFJ Securities at +1 (877) 744-4532 (toll free) or +1 (212) 405-7481 (collect), and Santander at +1 (212) 407-0995 (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. 

About CNO

CNO is the largest engineering and construction company in Latin America as measured by 2013 gross revenues, according to McGraw-Hill Construction Engineering News Record.  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, 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, Mexico and the Dominican Republic), the United States, 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 Odebrecht Finance Ltd.