Brazil's Odebrecht reports results in offer for 9 5/8%, 7½%, 7% notes

By Jennifer Chiou

New York, March 30 - Odebrecht Finance Ltd. announced that it received tenders for $153,266,000, or 77.45%, of its $197.9 million of 9 5/8% senior notes due 2014, $286,612,000, or 71.65%, of its $400 million of 7½% senior notes due 2017 and $219.74 million, or 43.95%, of its $500 million of 7% senior notes due 2020. Because the company received total tenders in excess of $500 million, the offer for the 7% notes was terminated.

Each series of notes is guaranteed by parent company Construtora Norberto Odebrecht SA.

Odebrecht Finance also collected enough consents to proposed amendments to the indentures governing the 9 5/8% notes and the 7½% notes that would eliminate substantially all of the restrictive covenants, including some restrictive covenants that currently do not apply because the notes have attained investment-grade ratings from two rating agencies. The proposed amendments would also eliminate various events of default and related provisions.

In order to amend an indenture, consents were needed from the holders of a majority of the notes governed by that indenture not held by the company or its affiliates. Holders who tendered their notes had to provide their consent.

For each $1,000 principal amount, the company will pay $1,190.00 for the 9 5/8% notes and $1,110.00 for the 7½% notes. It was to have paid $1,097.50 for the 7% notes. Each of these prices includes a consent payment of $30.00 per note.

Holders will also receive accrued interest up to but excluding the settlement date, expected on April 5.

The offers and consent solicitations expired at 8 a.m. ET on March 30. They launched on March 21.

The tender offer for the 7% notes was subject to the condition that the company not receive tenders for more than a total of $500 million of notes in the offers. All tendered 7% notes will be promptly returned. All three tender offers were subject to financing. They were not conditioned on the successful amendment of the note indentures.

Merrill Lynch (888 292-0070 or 980 388-9217) and HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552) were the dealer managers and solicitation agents.

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

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