OAS S.A. Announces Commencement of Consent Solicitation for OAS Investments GmbH's 8.25% Senior Notes Due 2019

SAO PAULO, Oct. 6, 2014 /PRNewswire/ -- OAS S.A. (the "Company") announced today that OAS Investments GmbH (the "Issuer"), a financing subsidiary of the Company, is soliciting consents (the "Consents") from the holders of the Issuer's 8.25% Senior Notes due 2019 (the "2019 Notes"), of which U.S.$875.0 million in aggregate principal amount is outstanding, to amend certain provisions (the "Proposed Amendments") of the indenture (the "2019 Notes Indenture"), dated as of October 19, 2012, pursuant to which the 2019 Notes were issued (the "Consent Solicitation").

The Issuer is seeking consents from holders of the 2019 Notes to the Proposed Amendments in order to conform certain provisions of the 2019 Notes Indenture to the corresponding provisions in the indenture, dated as of July 2, 2014, pursuant to which OAS Finance Limited, a financing subsidiary of the Company, issued U.S.$400.0 million in aggregate principal amount of its 8.00% Senior Notes due 2021 (the "2021 Notes").  If adopted, the Proposed Amendments will result in a similar covenant package for the 2019 Notes and the 2021 Notes, which will provide more operating and investment flexibility and will be less restrictive to the Issuer, the Company and its restricted subsidiaries than the current covenant package for the 2019 Notes.

Holders of the 2019 Notes are referred to the Consent Solicitation Statement, dated October 6, 2014, and the related Consent Letter (together, the "Consent Solicitation Materials") for the terms and conditions of the Consent Solicitation. The Consent Solicitation will expire at 5:00 p.m., New York City time, on October 15, 2014, unless extended by the Issuer (such date and time, as the same may be extended by the Issuer, the "Expiration Time").  The Consent Solicitation is made solely by means of the Consent Solicitation Materials.  These materials contain important information that holders of 2019 Notes should carefully read before any decision is made with respect to the Consent Solicitation.

Only holders of Notes as of 5:00 p.m., New York City time, on October 5, 2014 (such date and time, as the same may be changed from time to time by the Issuer, the "Record Date"), are entitled to consent to the Proposed Amendments. If a supplemental indenture to the 2019 Notes Indenture (the "Supplemental Indenture") containing the Proposed Amendments is executed, holders of the 2019 Notes as of the Record Date who validly deliver their Consents to the Proposed Amendments at or prior to the Expiration Time will receive a cash payment as promptly as practicable following the Expiration Time equal to U.S.$5.00 per U.S.$1,000 principal amount of 2019 Notes (the "Consent Fee") in respect of which Consents have been validly delivered and not validly revoked, subject to the conditions set forth in the Consent Solicitation Materials. Holders who deliver Consents will be able to revoke such Consents at any time prior to the execution of the Supplemental Indenture in accordance with the procedures set forth in the Consent Solicitation Materials. The Supplemental Indenture will not become operative until the Consent Fee has been paid.

In order to execute the Supplemental Indenture, the Issuer must receive consents from holders of the 2019 Notes as of the Record Date representing a majority of the aggregate principal amount of the 2019 Notes outstanding (excluding any 2019 Notes that are owned by the Issuer, the Company or any of their affiliates).

The Issuer reserves the right, in its sole discretion, to modify the Consent Solicitation Materials and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.

The Information Agent for the Consent Solicitation is D.F. King & Co., Inc. Any questions or requests for assistance or for copies of the Consent Solicitation Materials or related documents may be directed to the Information Agent at +1 (212) 269-5550 (collect), +1 (800) 870-0126 (toll free) or [email protected].

The Issuer has retained HSBC Securities (USA) Inc. ("HSBC") and Santander Investment Securities Inc. ("Santander") to act as Solicitation Agents for the Consent Solicitation. A holder of 2019 Notes may also contact HSBC at +1 (212) 525-5552 (collect) or +1 (888) HSBC-4LM (toll free), Santander at +1 (212) 940‑1442 or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO THE PROPOSED AMENDMENTS.  NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF NOTES SHOULD CONSENT TO THE PROPOSED AMENDMENTS.

About the Company

The Company, including its subsidiaries (collectively, "OAS"), is among the largest and most experienced infrastructure companies in Brazil, focusing its operations on heavy engineering for both public and private clients and equity investments in infrastructure projects, which principally include concessions granted by governmental authorities and projects sponsored by public or private clients as well as public private sector partnerships, or PPPs. Since incorporation in 1976, OAS has executed many sizeable infrastructure projects and more than 1,700 large-scale construction works in Latin America and Africa across a variety of industry sectors.

Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements. All statements, other than statements of historical fact, included in this press release regarding OAS are forward-looking statements. The words "aim," "anticipate," "believe," "continue," "estimate," "expect," "future," "help," "intend," "may," "plan," "shall," "should," "will" or the negative or other variations of them as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements. The Company has based these forward‑looking statements on its management's current view with respect to future events and financial performance. These views reflect the best judgment of management but involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in such forward-looking statements and from past results, performance or achievements. All forward‑looking statements contained in this press release are qualified in their entirety by this cautionary statement. The Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE OAS S.A.