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AG International Announces Early Results Of Its Previously Announced Offer To Exchange Any And All Outstanding 4.000% Senior Notes Due 2018 And Solicitation Of Consents To Proposed Amendments To The Related Indenture

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AG International Announces Early Results Of Its Previously Announced Offer To Exchange Any And All Outstanding 4.000% Senior Notes Due 2018 And Solicitation Of Consents To Proposed Amendments To The Related Indenture

PR Newswire

BELO HORIZONTE, Brazil, Aug. 6, 2018 /PRNewswire/ -- Andrade Gutierrez International S.A. ("AG International," or the "Issuer") announced today that, in connection with its previously announced private offer to exchange its outstanding 4.000% Senior Notes due 2018 (the "Old Notes") for cash and newly issued 11.000% Senior Secured PIK Toggle Notes due 2021 (the "New Notes") or for all New Notes (the "Exchange Offer"), and solicitation of consents from Eligible Holders of Old Notes to certain proposed amendments (the "Proposed Amendments") that would eliminate certain covenants and events of default provisions of the indenture under which such Old Notes were issued (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"), Eligible Holders (the "Early Participants") of approximately US$334.5 million in aggregate principal amount of Old Notes, representing 97.05% of the outstanding Old Notes, had validly tendered and not withdrawn their Old Notes and delivered the related consents at or prior to 11:59 p.m., New York City time, on August 3, 2018 (the "Early Participation Time"). As per the terms of the Exchange Offer and Consent Solicitation, all such tendering Early Participants have also consented to the Proposed Amendments under the Consent Solicitation. The Issuer also announced that it has accepted for exchange all of the Old Notes validly tendered at or prior to the Early Participation Time.

Early Participants representing approximately 19.0% of the tendered Old Notes elected to receive in exchange for tendered Old Notes all New Notes, while the remaining Early Participants representing approximately 81.0% of the tendered Old Notes elected to receive, in exchange for tendered Old Notes, a combination of Cash Consideration (as defined below) and New Notes. For each US$1,000 in principal amount of the tendered Old Notes, the Cash Consideration payable to Early Participants who elected to receive their pro-rata share of a cash pool totaling US$37 million (the "Cash Consideration") will amount to US$136.54.

Remaining Eligible Holders who wish to participate in the Exchange Offer and Consent Solicitation must tender their Old Notes at or prior to 11:59 p.m., New York City time, on August 15, 2018 (the "Expiration Time"). Eligible Holders who validly tender their Old Notes after the Early Participation Time but at or prior to the Expiration Time will be eligible to receive, in exchange for each US$1,000 in principal amount of the Old Notes validly tendered and not validly withdrawn, US$1,000 in New Notes.

The complete terms and conditions of the Issuer's offer to Eligible Holders are set forth in the Exchange Offer Memorandum and Consent Solicitation Statement dated July 30, 2018, as amended and restated by us. Eligible Holders may contact the Exchange Agent identified below for a copy of the Amended and Restated Exchange Offer Memorandum and Consent Solicitation Statement.

THE OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT, AS AMENDED AND RESTATED, CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE EXCHANGE OFFER AND CONSENT SOLICITATION, IN PARTICULAR, SEE "RISK FACTORS" IN THE OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT, AS AMENDED AND RESTATED. THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT, AS AMENDED AND RESTATED.

The Exchange Offer and Consent Solicitation and the New Notes have not been registered under the Securities Act of 1933 (as amended, the "Securities Act") or any state securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The Exchange Offer and Consent Solicitation will only be made, and the New Notes are only being offered and will only be issued (1) in the United States, to holders of Old Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act or "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Old Notes that are persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S"), and/or (b) to "qualified investors," as defined in the EU Directive 2003/71/EC, as amended, and in the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended (the "Eligible Holders").

Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to Eligible Holders of Old Notes. Eligible Holders can only access the Offering Memorandum and Consent Solicitation and related documents if they electronically complete an eligibility certification (the "Eligibility Letter") set out on the website of the Information and Exchange Agent (as defined below) at www.dfking.com/ag. Upon receipt of a duly completed eligibility certification, the Information and Exchange Agent will email login details to that Eligible Holder so that they can access a copy of the Offering Memorandum and Consent Solicitation Statement and related documents on that website.

The Issuer's obligation to exchange the Old Notes in the Exchange Offer and Consent Solicitation is conditioned on the satisfaction or waiver of certain conditions described in the Offering Memorandum and Consent Solicitation Statement. The Issuer has the right, in its sole discretion, but subject to applicable law, to amend or terminate the Exchange Offer and Consent Solicitation at any time. In the event of a termination of the Exchange Offer and Consent Solicitation, no Exchange Consideration will be paid, and the Old Notes tendered will be promptly returned to the tendering Eligible Holders.

The Information and Exchange Agent for the Exchange Offer and Consent Solicitation is D.F. King & Co., Inc. (the "Information and Exchange Agent"). To contact the Information and Exchange Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: +1-866-342-4881. 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 institutions only)
+1 212-709-3328
Attention: Andrew Beck
Confirmation by Telephone:
+1 212-269-5552
Email:
ag@dfking.com  

You can review the eligibility form at www.dfking.com/ag

Banco Bradesco BBI S.A. and Houlihan Lokey, Inc. are acting as financial advisors to the Issuer.

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 Information and Exchange Agent, the Issuer, the Guarantors or their respective affiliates makes any recommendation in connection with the Exchange Offer and Consent Solicitation as to whether or not any Eligible Holder of Old Notes should tender or refrain from tendering their existing notes, and no person has been authorized by any of them to make such a recommendation. Accordingly, you must make your own determination as to whether to tender your Old Notes and, if so, the aggregate principal amount of Old Notes to tender. You should read the Offering Memorandum and Consent Solicitation Statement and consult with your financial, legal and tax advisors to make that decision.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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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