Construtora Norberto Odebrecht S.A., Through its Affiliate Odebrecht Finance Ltd., Launches 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

Mar 21, 2011, 17:15 ET from Construtora Norberto Odebrecht S.A.

SAO PAULO, March 21, 2011 /PRNewswire/ -- Construtora Norberto Odebrecht S.A. ("CNO"), through its affiliate Odebrecht Finance Ltd. (the "Company"), today announced that it has commenced offers to purchase for cash (with respect to each series of Notes (defined below), a "Tender Offer," and, collectively, the "Tender Offers") any and all of its 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").  There is currently U.S.$200 million in aggregate principal amount of the 2014 Notes outstanding, U.S.$400 million in aggregate principal amount of the 2017 Notes outstanding and U.S.$500 million in aggregate principal amount of the 2020 Notes outstanding.  Each series of Notes is guaranteed by CNO.  In connection with each Tender Offer, the Company is also soliciting (with respect to each series of Notes, a "Consent Solicitation," and, collectively, the "Consent Solicitations") the consents of the holders of each series of Notes to the adoption of certain amendments (the "Proposed Amendments") to each of the indentures governing the Notes (the "Indentures") to eliminate substantially all of the restrictive covenants (including certain restrictive covenants that currently do not apply pursuant to the terms of each of the Indentures because the Notes have attained investment grade ratings from two ratings agencies), as well as various events of default and related provisions contained in each of the Indentures.  With respect to each Indenture, the Proposed Amendments require the consents (the "Requisite Consents") of holders of a majority in aggregate principal amount of the applicable Notes outstanding (excluding any Notes held by the Company or its affiliates).  Holders who tender their Notes pursuant to a Tender Offer must provide their consent to the Proposed Amendments pursuant to the related Consent Solicitation.

Each Tender Offer and related Consent Solicitation will expire at 8:00 a.m., New York City time, on March 30, 2011, unless extended or earlier terminated by the Company (with respect to each Tender Offer and related Consent Solicitation, the "Expiration Date").  Holders who tender their Notes prior to the Expiration Date will be eligible to receive the Total Consideration (as defined below), which includes a Consent Payment (as defined below), plus accrued and unpaid interest up to, but not including, the settlement date.  Tendered Notes may not be withdrawn and the related consents may not be revoked, except as may be required by applicable law.

The "Total Consideration" for each U.S.$1,000 principal amount of 2014 Notes validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,190.00.  The "Total Consideration" for each U.S.$1,000 principal amount of 2017 Notes validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,110.00. The "Total Consideration" for each U.S.$1,000 principal amount of 2020 Notes validly tendered prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,097.50. The Total Consideration includes a consent payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of Notes accepted for purchase pursuant to the Tender Offers (the "Consent Payment").

If the Requisite Consents are not obtained in connection with a Consent Solicitation for a particular series of Notes, such Consent Solicitation may be terminated, and in such case, the Proposed Amendments to the related Indenture will not become effective; however, the Company may in its sole discretion accept and purchase Notes tendered pursuant to the concurrent Tender Offer for an amount in cash equal to the Total Consideration.

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"). The Company may terminate the Tender Offer and Consent Solicitation relating to the 2020 Notes in whole but not in part if needed to satisfy the Maximum Tender Condition. No Tender Offer for any series of Notes is conditioned upon the tender of any minimum principal amount of Notes of any other series.

The terms and conditions of the Tender Offers and Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated March 21, 2011, and the related Letter of Transmittal and Consent (together, the "Offer Documents").  Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the depositary and information agent for the Tender Offers and Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent at (800) 769-4414 (toll free) or (212) 269-5550, or to the Luxembourg Tender Agent, The Bank of New York Mellon (Luxembourg), at (+352) 24 52 5320.

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

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 are being made solely pursuant to the Offer Documents.  The Tender Offers and Consent Solicitations are not being made to, nor will the Company accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offers and Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

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.