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.