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Andrade Gutierrez International S.A. Announces Tender Offer Results And Expiration Time

 

BELO HORIZONTE, Brazil, Dec. 7, 2017 /PRNewswire/ -- Andrade Gutierrez International S.A. ("AG International", or the "Issuer"), today announced the tender results in connection with the tender offer (the "Tender Offer") announced by AG International on November 8, 2017, in which AG International offered to purchase up to U.S.$75 million in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.000% Senior Notes due 2018 (the "Notes"), pursuant to the offer to purchase dated November 8, 2017 (the "Offer to Purchase") and the related letter of transmittal (together with the Offer to Purchase, the "Offer Documents"). As previously announced, the expiration time for the Tender Offer was 11:59 p.m., New York City time, on December 6, 2017 (such date and time, the "Expiration Time"). As of the Expiration Time, U.S.$165,982,000 in aggregate principal amount of Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer.

AG International has accepted for purchase U.S.$78,794,000 of principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer. Of the U.S.$78,794,000 aggregate principal amount of Notes accepted for purchase, U.S.$3,794,000 were accepted in accordance with the securities laws which permit AG International to purchase up to an additional 2% of outstanding Notes without amending or extending the Tender Offer. In accordance with the terms of the Tender Offer, all of the Notes tendered that were accepted in the Tender Offer are subject to proration. The aggregate principal amount of Notes that AG International accepted for purchase represents approximately 15.76% of the U.S.$500,000,000 aggregate principal amount of Notes that were outstanding prior to the expiration of the Tender Offer. Settlement of the Tender Offer is expected to occur on or about December 7, 2017 (the "Settlement Date"). A summary of the results of the tender offer is outlined below:

 

Title of Security

 

CUSIP / ISIN

Aggregate Principal Amount Outstanding

Maximum Acceptance Limit

Tender Offer Consideration

(2)

Early Tender Payment

(3)

Total
Consideration

(4)

Principal Amount Tendered

Principal Amount Accepted for Purchase

4.000% Senior Notes due 2018

CUSIPs:
03439T AA9; L01795 AA8

 

ISINs:

US03439TAA97; USL01795AA80

 

U.S.$ 500.0(1) million 

U.S.$75.0 million

U.S.$930.00

U.S.$30.00

U.S.$960.00

U.S.$ 165,982,000

U.S.$

78,794,000

 

(1)       U.S.$ 76.5 million in aggregate principal amount of the Notes issued and outstanding are held by the Issuer and affiliates of the Issuer.
(2)       The amount to be paid for each U.S.$1,000 principal amount of the Notes (as defined below) validly tendered and accepted for purchase. In addition, Accrued Interest will be paid.
(3)       Included in Total Consideration.
(4)       In each case, the Total Consideration includes an early tender payment (the "Early Tender Payment") of U.S.$30.00 for each U.S.$1,000 principal amount of Notes. In addition, Accrued Interest will be paid.

Holders of Notes ("Noteholders") who validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender Date will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus Accrued Interest. Noteholders who validly tendered (and did not validly withdraw) their Notes after the Early Tender Date but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, plus Accrued Interest. We will purchase the notes on a pro rata basis, as set forth in the Offer to Purchase.

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.

By Mail, Hand or Overnight Courier:

48 Wall Street

22nd Floor

New York, NY 10005

USA

Attention: Andrew Beck

By Facsimile Transmission:

(for eligible instit4utions only)
+1 212-709-3328
Attention: Andrew Beck

Confirmation by Telephone:

+1 212-269-5552

Email:

ag@dfking.com  

 

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:

BB Securities

4th Floor - Pinners Hall,

105-108 Old Broad Street

EC2N 1ER

London, United Kingdom

Attention: Operations Department

Collect: +44 20 7367 5800

Bradesco BBI

Av. Brigadeiro Faria Lima

3064, 10º andar

São Paulo, SP, Brasil

01451-000

Attention: International DCM Department

Collect: +55 11 3847-5219

 

Santander

45 East 53rd Street, 5th floor

New York, New York 10022

United States

Attn: Liability Management Group

Toll Free: 855-404-3636

Collect: 212-940-1442

 

* * *

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.

Forward-Looking Statements

This notice includes and references "forward-looking statements". These statements may relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuer undertakes no obligation to update any of its forward-looking statements.

* * *

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SOURCE Andrade Gutierrez International S.A.

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