Andrade Gutierrez International S.A. Announces Commencement of Cash Tender Offer for Any and All of its 11.000% Senior Secured PIK Toggle Notes due 2021 and related Consent Solicitation

BELO HORIZONTE, Brazil, Oct. 25, 2019 /PRNewswire/ -- Andrade Gutierrez International S.A., having its registered office at 12c, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and listed with the Luxembourg Trade and Companies' Register under the number B 176492,  ("AG International", or the "Issuer"), today announced the commencement of an offer by the Issuer to purchase for cash (the "Tender Offer") any and all of the U.S.$356,348,680 aggregate principal amount outstanding of the 11.000% Senior Secured PIK Toggle Notes due 2021 (the "Notes") of the Issuer. The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated October 25, 2019 (the "Offer to Purchase and Consent Solicitation Statement") for which Banco Bradesco BBI S.A., BB Securities Limited and HSBC Securities (USA) Inc. are acting as dealer managers and solicitation agents (together, the "Dealer Managers and Solicitation Agents"). The Issuer concurrently announced that it is soliciting consents (the "Consent Solicitation" and, together with the Tender Offer, the "Tender Offer and Consent Solicitation") from holders of the Notes ("Noteholders") to amend the indenture governing the Notes (the "Indenture"). The principal purpose of the Tender Offer and Consent Solicitation is to reprofile the company's debt and improve its capital structure.

The table below summarizes certain payment terms for the Notes:

The Tender Offer will expire at 11:59 p.m. (New York City time) on November 22, 2019, unless extended (such time and date, as it may be extended, the "Expiration Date"). Noteholders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m. (New York City time) on November 12, 2019, unless extended (such date and time, including as extended, the "Early Participation Date"), will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below), plus Accrued Interest (as defined in the Offer to Purchase and Solicitation Statement). Noteholders who validly tender Notes after the Early Participation Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Participation Payment and will therefore only be eligible to receive the Tender Offer Consideration (as defined below), plus Accrued Interest. Any Notes that have been validly tendered pursuant to the Tender Offer may be validly withdrawn and consents for the Proposed Amendments (as defined in the Offer to Purchase and Consent Solicitation Statement) delivered may be revoked prior to the Early Participation Date but not thereafter, except as may be required by applicable law.

The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Participation Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,002.50, which includes an early participation payment equal to U.S.$50.00 (the "Early Participation Payment") per U.S. $1,000 principal amount of Notes validly tendered (and not validly withdrawn).  Any Noteholders who validly tender Notes after the Early Participation Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Participation Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes accepted for purchase, U.S.$952.50 (the "Tender Offer Consideration"). 

In addition to the Total Consideration or Tender Consideration, Noteholders that participate in the debt financing described in the separate private placement memorandum will receive a premium identifier code (the "Premium Identifier Code"), which will entitle them to the Premium Payment of U.S.$22.50 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn). Tendering Noteholders that have participated in the debt financing should include the Premium Identifier Code provided to them in connection with their tender in order to receive such premium, as described in the Offer to Purchase and Consent Solicitation Statement.

Concurrently with the Tender Offer, the Issuer is soliciting consents to the Proposed Amendments to the Indenture in order to, among other things, (i) eliminate substantially all of the restrictive covenants, (ii) reduce the minimum notice period required in connection with the redemption of the Notes from 30 days to three business days for any Notes that remain outstanding after the Tender Offer and (iii) permanently release the collateral securing the Notes. Adoption of the Proposed Amendments to the Indenture requires the consent of the Noteholders of at least a majority of the aggregate principal amount outstanding of the Notes (the "Requisite Consents"), or, in the case of the amendment to release all of the collateral securing the Notes, of at least 75% in aggregate principal amount of the Notes. If a Noteholder validly tenders the Notes in the Tender Offer, such Noteholder will be deemed to have given its consent, with respect to the principal amount of such tendered Notes, to the Proposed Amendments. Noteholders may neither deliver their consents with respect to the Consent Solicitation without tendering Notes in the Tender Offer nor tender Notes in the Tender Offer without delivering consents in the Consent Solicitation. The Proposed Amendments to the Indenture will not become operative, however, until at least a majority in aggregate principal amount outstanding of the Notes or, in the case of the amendment to release all of the collateral securing the Notes, at least 75% in aggregate principal amount outstanding of the Notes, whose Noteholders have validly delivered consents to the Proposed Amendments and the tender price has been paid.

The Issuer's obligation to consummate the Tender Offer and Consent Solicitation is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase and Consent Solicitation, including, among others, (i) the consummation of a certain debt financing by the Issuer and (ii) receipt of the Requisite Consents. There can be no assurance such conditions will be satisfied. 

If (i) all conditions to the Tender Offer and Consent Solicitation have been satisfied or waived by the Issuer by the Early Participation Date, and (ii) the Issuer obtains consents of Noteholders representing at least 75% of the outstanding aggregate principal amount of the Notes in order effectuate the release of the collateral (the "Early Settlement Date Conditions"), the Issuer intends to settle the Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Early Participation Date promptly following the Early Participation Date, or November 13, 2019 (the "Early Settlement Date") unless the Early Participation Date is extended. Any subsequently validly tendered and accepted for purchase (and not validly withdrawn) Notes will be settled on the Final Settlement Date (as defined below).

If all of the Early Settlement Date Conditions have not been satisfied by the Early Participation Date, but all conditions to the Tender Offer and Consent Solicitation have otherwise been satisfied or waived by the Issuer on or prior to the Expiration Date, then the Issuer expects to settle the Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Expiration Date promptly following the Expiration Date, or November 25, 2019 (the "Final Settlement Date"), unless the Expiration Date is extended.

The Issuer has the right, in its sole discretion, to amend or terminate the Tender Offer and the Consent Solicitation at any time.

The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. To contact the Tender and Information Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: +1-866-856-3065. Additional contact information is set forth below.

Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Noteholder (or a beneficial owner that is not a Noteholder), to such Noteholder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The Dealer Managers for the Tender Offer are:

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

None of the Issuer, the Tender and Information Agent, the Dealer Managers and Solicitation Agents, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer and Consent Solicitation. None of the Issuer, the Tender and Information Agent, the Dealer Managers and Solicitation Agents, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offer and Consent Solicitation other than the information and representations contained in the Offer to Purchase and Consent Solicitation Statement.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase and the Consent Solicitation Statement.

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SOURCE Andrade Gutierrez International S.A.