SÃO PAULO, August 20, 2020 - Odebrecht Engenharia e Construção S.A. (“OEC” and, together with certain of its subsidiaries the “Company”) announced today that it has filed, with the São Paulo Bankruptcy and Reorganization Court, an application for judicial confirmation of its extrajudicial reorganization plan (the “Extrajudicial Reorganization Plan”) to restructure the obligations of OEC, CNO S.A. (“CNO”, formerly known as Construtora Norberto Odebrecht S.A.) and OECI S.A. (“OECI”, formerly known as Odebrecht Engenharia e Construção Internacional S.A.) in respect of the (i) 7.00% Senior Notes due 2020, (ii) 5.125% Notes due 2022, (iii) 6.00% Notes due 2023, (iv) 4.375% Notes due 2025, (v) 5.250% Notes due 2029, (vi) 7.125% Notes due 2042, and (vii) 7.500% Perpetual Notes (collectively, the “Existing Notes”), in each case issued by Odebrecht Finance Ltd. (“OFL”) and guaranteed by OEC, CNO and OECI upon the terms and subject to the conditions set forth in the consent solicitation statement dated as of June 15, 2020 (the “Consent Solicitation Statement” and the restructuring transaction contemplated thereby, the “Restructuring”).
The tabulation process for consents has been concluded and OEC filed the Extrajudicial Reorganization Plan with the remarkable support of holders of more than 73% of the aggregate outstanding amount of the Existing Notes, who validly delivered consents in support of the Restructuring as part of the Consent Solicitation.
Once the Extrajudicial Reorganization Plan has been confirmed by the São Paulo Bankruptcy and Reorganization Court and has obtained recognition in the United States under Chapter 15 of the U.S. Bankruptcy Code and subject to the satisfaction of certain terms and conditions set forth in the Extrajudicial Reorganization Plan, the Company will implement the restructuring of the Existing Notes contemplated in the Extrajudicial Reorganization Plan, which will be binding on all holders of Existing Notes.
Disclosed Information
Pursuant to the terms of a restructuring support agreement entered into with certain holders of the Existing Notes (the “RSA”), OEC agreed to publicly disclose certain information (the “Disclosed Information”) upon filing of the Extrajudicial Reorganization Plan.
The Disclosed Information is being furnished on the OEC’s website at www.oec-eng.com to comply with OEC's obligations under the RSA.
The disclosure of these materials should not be regarded as an indication that OEC or any other person considered, or now considers, this information to be predictive of actual future results, and does not constitute an admission or representation by any person that such information is material, or that the expectations, beliefs, opinions and assumptions that underlie these materials remain the same as of the date of this disclosure and the information contained in these materials may have been superseded by subsequent developments. Readers are cautioned not to place undue reliance on these materials and are referred to OEC's current public disclosure.
The financial information reflected in the Disclosed Information does not purport to present the OEC’s financial condition in accordance with accounting principles generally accepted in the United States or any other country. The OEC's or its affiliates' independent accountants have not audited or performed any review procedures on the Disclosed Information (except insofar as certain historical financial information may have been derived in part from the OEC 's or its affiliates historical annual financial statements).
THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION (I) OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR (II) TO VOTE ON ANY RESTRUCTURING PLAN, AND IT DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS 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 THE COMPANY THAT MAY CAUSE THE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS AND ASSUMPTIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE BASED ON INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT, THE COMPANY CANNOT GUARANTEE FUTURE RESULTS OR EVENTS. THE COMPANY EXPRESSLY DISCLAIMS A DUTY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS. NO ASSURANCES CAN BE GIVEN THAT THE COMPANY WILL BE ABLE TO SUCCESSFULLY EXECUTE AND IMPLEMENT AN EXTRAJUDICIAL REORGANIZATION PLAN.
Odebrecht Engenharia e Construção S.A. announced today that it has filed, with the São Paulo Bankruptcy and Reorganization Court, an application for judicial confirmation of its extrajudicial reorganization plan to restructure the obligations of OEC, CNO S.A. and OECI S.A.