Construtora Norberto Odebrecht S.A., Through Its Affiliate Odebrecht Finance Ltd., Announces Intention To Launch A (1) Tender Offer And Consent Solicitation For Any And All Of Odebrecht Finance Ltd.'s 7.000% Senior Notes Due 2020, 5.125% Notes Due 2022 And 6.000% Notes Due 2023 And (2) Tender Offer, Up To The 2025 Notes Maximum Tender Amount (As Defined Below), For Odebrecht Finance Ltd.'s 4.375% Notes Due 2025

SAO PAULO, June 19, 2014 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), today announced its current intention to commence (i) an 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"), (ii) an 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"), (iii) an offer to purchase for cash (the "2023 Notes Tender Offer") any and all of the Company's outstanding 6.000% Notes due 2023 (the "2023 Notes"), and (iv) an offer to purchase for cash (the "2025 Notes Tender Offer" and, together with the 2020 Notes Tender Offer, the 2022 Notes Tender Offer and the 2023 Notes Tender Offer, the "Tender Offers") the Company's 4.375% Notes due 2025 (the "2025 Notes" and, together with the 2020 Notes, the 2022 Notes and the 2023 Notes, the "Notes") in an aggregate principal amount of up to the amount equal to (a) U.S.$500.0 million less (b) 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 pursuant to the 2022 Notes Tender Offer and the 2023 Notes Tender Offer, respectively, less (c) U.S.$88.3 million (which is approximately equal to (1) the aggregate principal amount of outstanding 2020 Notes multiplied by (2) the total aggregate consideration (excluding accrued and unpaid interest) to be paid with respect to the 2020 Notes that have been validly tendered and accepted for purchase pursuant to the 2020 Notes Tender Offer (the "2025 Notes Maximum Tender Amount"). If 2025 Notes are validly tendered in an aggregate principal amount in excess of the 2025 Notes Maximum Tender Amount pursuant to the 2025 Notes Tender Offer, such tendered 2025 Notes will be subject to proration.  The Company intends to launch the Tender Offers following the announcement of terms of an anticipated financing transaction by the Company.  Each series of Notes is guaranteed by CNO.   

In connection with the 2020 Notes Tender Offer, the Company also intends to solicit (the "2020 Notes Consent Solicitation") the consents of the holders of the 2020 Notes to the adoption of an amendment (the "2020 Notes Proposed Amendment") to the indenture governing the 2020 Notes to amend the "Substitution of Issuer" provision to permit the issuer of such notes to be replaced and substituted as principal debtor by (i) CNO, (ii) Odebrecht S.A. ("Odebrecht") or (iii) any wholly-owned subsidiary of CNO or Odebrecht.  The 2020 Notes Proposed Amendment requires the consents of holders of a majority in aggregate principal amount of outstanding 2020 Notes.  Holders who tender outstanding 2020 Notes pursuant to the 2020 Notes Tender Offer will also be providing consents with respect to the related 2020 Notes to the 2020 Notes Proposed Amendment.

In connection with the 2022 Notes Tender Offer, the Company also intends to solicit (the "2022 Notes Consent Solicitation") the consents of the holders of the 2022 Notes to the adoption of certain amendments (the "2022 Notes Proposed Amendments") to the indenture governing the 2022 Notes to (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained therein and (ii) amend the "Substitution of Issuer" provision to permit the issuer of such notes to be substituted as principal debtor by (a) CNO, (b) Odebrecht or (c) any wholly-owned subsidiary of CNO or Odebrecht.  The 2022 Notes Proposed Amendments require the consents of holders of a majority in aggregate principal amount of outstanding 2022 Notes.  Holders who tender outstanding 2022 Notes pursuant to the 2022 Notes Tender Offer will also be providing consents with respect to the related 2022 Notes to the 2022 Notes Proposed Amendments.

In connection with the 2023 Notes Tender Offer, the Company also intends to solicit (the "2023 Notes Consent Solicitation" and, together with the 2020 Notes Consent Solicitation and the 2022 Notes Consent Solicitation, the "Consent Solicitations") the consents of the holders of the 2023 Notes to the adoption of certain amendments (the "2023 Notes Proposed Amendment") to the indenture governing the 2023 Notes to permit the issuer to be substituted by (i) CNO, (ii) Odebrecht, or (iii) any wholly-owned subsidiary of CNO or Odebrecht.  The 2023 Notes Proposed Amendment requires the consents (the "2023 Notes Requisite Consents" and, together with the 2020 Notes Requisite Consents and the 2022 Notes Requisite Consents, the "Requisite Consents") of holders of a majority in aggregate principal amount of the 2023 Notes outstanding.  Holders who tender their 2023 Notes pursuant to the 2023 Notes Tender Offer will also be providing consents with respect to the related 2023 Notes to the 2023 Notes Proposed Amendment.

The Company does not intend to solicit consents from the holders of 2025 Notes with respect to the 2025 Notes Tender Offer.

The following table sets forth the anticipated consideration for each series of Notes:

(1)   The amount anticipated to be paid for each U.S.$1,000 principal amount of applicable series of Notes validly tendered and accepted for purchase, plus accrued and unpaid interest.
(2)   The consideration for the 2020 Notes includes an anticipated consent payment of U.S.$30.00.
(3)   The consideration for the 2022 Notes includes an anticipated consent payment of U.S.$30.00.
(4)   The consideration for the 2023 Notes includes an anticipated consent payment of U.S.$30.00.
(5)   The consideration for the 2025 Notes includes an anticipated early tender payment of U.S.$30.00.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. Each of the Tender Offers and the related Consent Solicitations will be made solely pursuant to an offer to purchase and consent solicitation statement and related letter of transmittal and consent.

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 the 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.