Andrade Gutierrez International S.A. Announces Certain Amendments to the Consent Solicitation for Senior Secured Notes due 2024 and Agreement with Majority Holders

RIO DE JANEIRO, Dec. 24, 2020 /PRNewswire/ -- Andrade Gutierrez International S.A. (the "Issuer") announced today that it is amending certain terms of its previously announced solicitation (the "Consent Solicitation") of consents (the "Consents") from each holder (each a "Holder" and, together, the "Holders") of the U.S.$480,000,000 aggregate principal amount of 9.500% Senior Notes due 2024 (the "Notes"), issued by the Issuer and guaranteed by Andrade Gutierrez Engenharia S.A. (the "Company") and certain of its subsidiaries, to effect certain amendments to the indenture governing the Notes (the "Indenture"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated December 15, 2020, as amended (as may be further amended or supplemented from time to time, the "Consent Solicitation Statement").

The Consent Solicitation Statement shall be amended in respect of the Consent Solicitation as follows:

• to amend the First Proposed Amendment, to amend Section 6.01(1) in the Indenture (and paragraph 15(a) in the Global Securities (as defined in the Indenture) representing the Notes) to extend the grace period set forth therein as it relates to the payment of interest due on the Notes on December 30, 2020, from 30 to 105 days, through (and including) April 14, 2021 (as amended, the "First Proposed Amendment") and to increase the Consent Fee from U.S.1.50 (the "Original Consent Fee") to U.S.2.50 per U.S.$1,000 aggregate principal amount of Notes (as amended hereby, the "Consent Fee") for which a Holder thereof has delivered valid and unrevoked Consents on or prior to the Expiration Date;
• to amend the Second Proposed Amendment, to amend Section 6.01(1) in the Indenture (and paragraph 15(a) in the Global Securities (as defined in the Indenture) representing the Notes), solely in connection with the Additional Consent Fee Trigger (as defined below), to further extend the grace period set forth therein as it relates to the payment of interest due on the Notes on December 30, 2020 for an additional 45 days, through (and including) May 29, 2021 (as amended, the "Second Proposed Amendment" and, together with the First Proposed Amendment, the "Proposed Amendments") and to increase the Additional Consent Fee from U.S.1.00 (the "Original Additional Consent Fee") to U.S.1.50 per U.S.$1,000 aggregate principal amount of Notes (as amended hereby, the "AdditionalConsent Fee") for which a Holder thereof has delivered valid and unrevoked Consents on or prior to the Expiration Date; and
• to amend Section 2.02(f) in the Indenture (and to make certain other conforming changes to the Indenture) to prohibit the issuance of Additional Securities under the Indenture.

Thereafter the grace period shall revert to 30 days for any interest payments on and after June 30, 2021.

The Issuer has been in discussions with a group of holders and believes that, with the Proposed Amendments, the Company will obtain the necessary requisite consents from the majority of the aggregate principal amount of the outstanding Notes. The Expiration Date for the Consent Solicitation continues to be at 5:00 p.m.New York City time, on December 29, 2020 (such time and date, as the same may be extended from time to time, the "Expiration Date").

Except as described herein, the other terms and conditions of the Consent Solicitation, as well as the proposed amendments to the indenture governing the Notes, remain the same as set forth and described in the Consent Solicitation Statement. Holders who have previously delivered Consents in connection with the Consent Solicitation do not need to redeliver such Consents or take any other action in response to this announcement in order to consent to the Consent Solicitation or to receive the Consent Fee upon the successful conclusion of the Consent Solicitation. The Consent Solicitation is subject to certain terms and conditions, as set forth fully in the Consent Solicitation Statement and related documents (including this press release). The Consent Solicitation Statement and related documents (including this press release) contain important information, and Holders should read them carefully before making any decision with respect to the Consent Solicitation.

This announcement does not constitute an offer to sell nor a solicitation of an offer to buy any security. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws.

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") is acting as the Solicitation Agent for the Consent Solicitation. Global Bondholder Services Corporation will act 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. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments.

All capitalized terms used herein applicable to the Consent Solicitation but not defined in this press release have the meaning ascribed to them in the Consent Solicitation Statement.

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.