Brazil's Odebrecht begins tender offers for 7% notes, 6% notes

By Angela McDaniels

Tacoma, Wash., April 16 - Construtora Norberto Odebrecht SA affiliate Odebrecht Finance Ltd. has begun tender offers for its $118.6 million of outstanding 7% senior notes due 2020 and its $729 million of outstanding 6% notes due 2023, according to a company news release.

Each series of notes is guaranteed by Construtora Norberto Odebrecht.

For each $1,000 principal amount of notes, the company is offering $1,160.00 for the 7% notes and $1,167.50 for the 6% notes. Holders will also receive accrued interest.

The tender offers will end at 5 p.m. ET on April 24.

The tender offers are conditioned on the closing of the company's offerings of reais-denominated notes due 2018 and dollar-denominated notes due 2025. Neither tender offer is conditioned on the tender of any minimum or maximum principal amount of notes.

Consent solicitation

The company is also soliciting consents to adopt some amendments to the indenture governing the 6% notes to eliminate substantially all of the restrictive covenants and various events of default and related provisions.

The proposed amendments require the consents of holders of a majority of the outstanding 6% notes (excluding any 6% notes held by the company or its affiliates).

Holders who tender their 6% notes will also be providing consents to the proposed amendments.

The $1,167.50 payment on offer for the 6% notes includes a consent payment of $30.00.

The consent solicitation will expire at the same time as the tender offers, 5 p.m. ET on April 24.

The consent solicitation may be terminated if the needed consents are not received, but the company reserves the right to accept and purchase 6% notes tendered through the concurrent tender offer.

The dealer managers and solicitation agents are Banco BTG Pactual - Cayman Branch (212 293-4618), Credit Agricole Securities (USA) Inc. (866 807-6030 or 44020 7214 7440), Deutsche Bank Securities Inc. (855 287-1922 or 212 250-7527), Santander Investment Securities Inc. (212 407-995) and Scotia Capital (USA) Inc. (212 225-5501).

The information agent is D.F. King & Co., Inc. (800 488-8035 or 212 269-5550).

Construtora Norberto Odebrecht is an engineering and construction company based in Sao Paulo.

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