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Andrade Gutierrez International S.A. Announces Expiration and Receipt of Requisite Consents with respect to Consent Solicitation for Senior Secured Notes due 2024

·5 min read

RIO DE JANEIRO, Dec. 29, 2020 /PRNewswire/ -- Andrade Gutierrez International S.A. (the "Issuer") announced today the expiration of its previously announced solicitation (the "Consent Solicitation") of consents (the "Consents") and receipt of Requisite Consents from holders (the "Holders") necessary to effect the proposed amendments (the "Proposed Amendments") to the indenture (as amended, the "Indenture") governing the U.S.$480,000,000 aggregate principal amount of 9.500% Senior Secured Notes due 2024 (the "Notes"), issued by the Issuer and guaranteed by Andrade Gutierrez Engenharia S.A. (the "Company") and certain of its subsidiaries, as described in the Consent Solicitation Statement, dated December 15, 2020, as amended on December 22, 2020 and December 24, 2020 (the "Consent Solicitation Statement"). In connection with the Consent Solicitation, the Issuer, the Company, the other guarantors of the Notes, the collateral agent and the trustee will enter into a supplemental indenture (the "Supplemental Indenture") to the Indenture to effect the Proposed Amendments.

The Consent Solicitation expired at 5:00 p.m. New York City time, on December 29, 2020 (the "Expiration Date"). The Company received the requisite consents from Holders, and such consents had not been validly revoked, prior to the Expiration Date. The Company will pay the consent fee payable to Holders who delivered valid and unrevoked consents to the Proposed Amendments on or prior to the Expiration Date (the "Consenting Holders") in an amount equal to U.S.$2.50 per U.S.$1,000 aggregate principal amount of the Notes (the "Consent Fee") to The Depository Trust Company ("DTC") for the benefit of the Consenting Holders, subject to the terms and conditions set forth in the Consent Solicitation Statement. The Company expects to pay, or cause to be paid, the Consent Fee on December 31, 2020 (the "Settlement Date"). No accrued interest will be paid in respect of the Consent Fee. To the extent the Issuer has not paid all amounts due (including default interest) to Holders in respect of interest originally due on the Notes on December 30, 2020 by April 14, 2021, the Issuer expects to pay (or cause to be paid) an additional consent fee to the Consenting Holders in an amount equal to U.S.$1.50 per U.S.$1,000 aggregate principal amount of the Notes (the "Additional Consent Fee") to DTC for the benefit of the Consenting Holders. If the Issuer has paid all amounts due (including default interest) to Holders in respect of interest originally due on the Notes on December 30, 2020 by April 14, 2021, no Additional Consent Fee will be paid.

The Supplemental Indenture will become effective immediately upon execution of the Supplemental Indenture; however, the First Proposed Amendment (as defined in the Consent Solicitation Statement) and the amendment to prohibit the issuance of Additional Securities (as defined in the Indenture) will become operative on the Settlement Date upon receipt of the Consenting Holders of the Consent Fee; and the Second Proposed Amendment (as defined in the Consent Solicitation Statement) will become operative (if at all) only upon payment of the Additional Consent Fee (if paid) to the Consenting Holders. All Holders are bound by the terms of the Supplemental Indenture, including those that did not give their consent. However, Holders who did not deliver consents on or prior to the Expiration Date (or who delivered Consents but validly revoked them prior to the Revocation Date (as defined in the Consent Solicitation Statement)) will not receive any consent fee.

Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitation have been filed with, or reviewed or approved by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Citigroup Global Markets Inc. ("Citi") acted as the Solicitation Agent for the Consent Solicitation. Global Bondholder Services Corporation acted as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to Citi at +1 (212) 723-6106 (banks and brokers) and +1 (800) 558-3745 (all others, toll free) or by email at ny.liabilitymanagement@citi.com, or to Global Bondholder Services Corporation at +1 (212) 430-3774 (banks and brokers), +1 (866) 470-3700 (all others, toll free) or by email at contact@gbsc-usa.com. The Consent Solicitation Statement is available at: https://www.gbsc-usa.com/andrade/. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

About the Company

The Company is a privately-owned multinational engineering and construction conglomerate headquartered in Rio de Janeiro, Brazil. The Company was founded in 1948 in Belo Horizonte, in the state of Minas Gerais by the Andrade and Gutierrez families.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendments and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by the Company based on their management's respective experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Any forward-looking statement applies only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Andrade Gutierrez International S.A.