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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408 For the avoidance of doubt, this presentation

For the avoidance of doubt, this presentation contains certain information that has been shared by the Company pursuant to confidentiality agreements with the Bondholders

by the Company pursuant to confidentiality agreements with the Bondholders Ad Hoc Group proposal February 27,

Ad Hoc Group proposal

February 27, 2019

by the Company pursuant to confidentiality agreements with the Bondholders Ad Hoc Group proposal February 27,
by the Company pursuant to confidentiality agreements with the Bondholders Ad Hoc Group proposal February 27,

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Disclaimer

FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408 Disclaimer This presentation (the “Presentation”) sets forth

This presentation (the “Presentation”) sets forth indicative terms of a potential restructuring and certain related transactions concerning Odebrecht Engenharia e Construção (“OEC” or the “Company”) and the Ad Hoc Group of Bondholders (the “Bondholders”) of the Company. The Presentation is for discussion purposes only, is not legally binding in any way and does not constitute an offer to provide or accept the transactions discussed herein. The information contained herein is shared for discussion purposes only and is not legally binding in any way. The Presentation is not a complete list of all terms and conditions of the potential transactions described herein and is subject to material change.

The Presentation and the potential undertakings contemplated herein are subject in all respects to the negotiation, execution, and delivery of definitive documentation acceptable to the Bondholders and the Company. This Presentation is proffered in the nature of a settlement proposal in furtherance of settlement discussions. Accordingly, The Presentation and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. Until publicly disclosed upon the prior written agreement of the Bondholders, this Presentation shall remain strictly confidential and may not be shared with any other party or person without the consent of the Bondholders.

The regulatory, tax, accounting, and other legal, and financial matters and effects related to the Presentation or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of the Presentation or related transactions.

THIS PRESENTATION IS PROVIDED FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE (NOR SHALL IT BE

CONSTRUED AS) AN OFFER, AGREEMENT OR COMMITMENT TO ENTER INTO ANY DEFINITIVE DOCUMENTS, ANY BUSINESS TRANSACTION OR A RELATIONSHIP. NOTHING IN THIS PRESENTATION IS INTENDED TO REPRESENT A COMMITMENT ON THE PART OF THE BONDHOLDERS OR ANY OF THEIR AFFILIATES TO ENGAGE IN THE TRANSACTIONS CONTEMPLATED HEREIN WITH ANY PERSON.

OF THE BONDHOLDERS OR ANY OF THEIR AFFILIATES TO ENGAGE IN THE TRANSACTIONS CONTEMPLATED HEREIN WITH
OF THE BONDHOLDERS OR ANY OF THEIR AFFILIATES TO ENGAGE IN THE TRANSACTIONS CONTEMPLATED HEREIN WITH

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Introduction

DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408 Introduction The Ad Hoc Group of Bondholders of

The Ad Hoc Group of Bondholders of Odebrecht Finance Ltd. (“OFL”) (the “Ad Hoc Group”) is pleased to present Odebrecht Engenharia e Construção (“OEC” or the “Company”) with the enclosed non-binding term sheet (the “Proposal”)

The Proposal contemplates major concessions from OFL bondholders including an extended PIK interest period and a 4 year extension of all bond maturities, providing the Company with the necessary runway to execute its Business Plan

– OEC’s Business Plan, pro forma for the Proposal, indicates that no nominal haircut is necessary

As such, under the Proposal, ODB S.A. (“ODB” or the “Shareholder”) retains control of OEC with no dilution to its equity upside

The Proposal is predicated on support from ODB in the form of a cash infusion of US$375 million at closing of the debt restructuring which considers, among other things:

The net intercompany balance of US$2.2 billion 1 payable from ODB and its affiliates to OEC and its affiliates as of September 30, 2018

Satisfaction of the remainder of this balance is subject to negotiation

The amount of dividends historically paid by OEC to ODB (in excess of US$400 million since 2008)

Material credit support that OEC has provided to ODB, including six pledges on shares of Braskem S.A. that are indirectly owned by OEC

A pledge of such shares of Braskem S.A. in favor of OFL bondholders is an integral part of the Proposal

The continued importance of OEC to the ODB Group

– The continued importance of OEC to the ODB Group Note 1 Converted using BRL /
– The continued importance of OEC to the ODB Group Note 1 Converted using BRL /

Note

1

Converted using BRL / USD FX as of 9/30/2018 of 3.99

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Introduction (cont’d)

PURPOSES ONLY / SUBJECT TO FRE 408 Introduction (cont’d)  ODB will pay all fines and

ODB will pay all fines and penalties which it is obligated to pay, including but not limited to those associated with the Global Agreement

The fulfillment by OEC of any material terms of the leniency agreements under which it is obligated to pay are subject to satisfactory review by the Ad Hoc Group

Time is of the essence

Resolving the OFL debt default is likely a prerequisite to the Company being able to rebuild backlog

The restructuring of OEC should be viewed on a standalone basis, without regard for any restructurings involving other subsidiaries of the ODB Group

The Ad Hoc Group looks forward to engaging with OEC and the Shareholder on the basis of this Proposal. The Ad Hoc Group firmly believes that announcing and closing the debt restructuring on an expedited timeframe, which it believes should be implemented via an Extrajudicial Proceeding, will enable OEC to return to a path of strong profitability growth and is in the best interests of all of the Company’s stakeholders

to a path of strong profitability growth and is in the best interests of all of
to a path of strong profitability growth and is in the best interests of all of

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Ad Hoc Group proposal

PURPOSES ONLY / SUBJECT TO FRE 408 Ad Hoc Group proposal On the Effective Date, each

On the Effective Date, each series of OFL bonds comprised of the 7.000% Senior Notes due 2020, 5.125% Senior Notes due 2022, 6.000% Senior Notes due 2023, 4.375% Senior Notes due 2025, 5.250% Senior Notes due 2029, 7.125% Senior Notes due 2042 and 7.500% Perpetual Senior Notes (collectively, the “Existing Bonds”) shall be exchanged for a corresponding series of new bonds (collectively, the “New Bonds”) subject to the following terms:

Ad Hoc Group proposal

Effective date

Issuer

Guarantors

Exchange ratio

Maturity

Coupon

September 30, 2019

Odebrecht Finance Ltd.

OEC and its subsidiaries

ODB S.A.

100% of par plus accrued including default interest

Each series of New Bonds shall mature 4 years after the maturity of the corresponding series of Existing Bonds

For each series of New Bonds:

From the Effective Date until December 31, 2021, at OFL’s option, cash interest at the contractual rate of the corresponding series of Existing Bonds (the “Cash Rate”) or PIK interest at a 2.5% premium to the Cash Rate

Thereafter, cash interest at the Cash Rate

Rate”) or PIK interest at a 2.5% premium to the Cash Rate  Thereafter, cash interest
Rate”) or PIK interest at a 2.5% premium to the Cash Rate  Thereafter, cash interest

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Ad Hoc Group proposal (cont’d)

ONLY / SUBJECT TO FRE 408 Ad Hoc Group proposal (cont’d) Ad Hoc Group proposal Excess

Ad Hoc Group proposal

Excess cash sweep

Restrictions on dividends and other intercompany /

affiliate transactions

Covenants, events of default and other provisions

100% of cash in excess of US$150m

Mechanics TBD

No dividends or other restricted payments to be funded by OEC until the New Bonds have been repaid in full

Customary for restructured bonds, including but not limited to:

Limitations on debt incurrence

Limitations on restricted payments and affiliate transactions

Limitations on asset sales

Tightening of lien incurrence limitations

Tightening of events of default

Collateral

Cash infusion / intercompany debt

Lien on shares of Braskem S.A.

Liens on any unencumbered assets of OEC and its subsidiaries

ODB shall pay US$375 million to OEC on the Effective Date in partial satisfaction of the net US$2.2 billion intercompany balance due from ODB and its affiliates to OEC and its affiliates

Satisfaction of the remainder of the intercompany debt balance will be on terms TBD

Fines and penalties

ODB shall pay all fines and penalties which it is obligated to pay, including but not limited to those associated with the Global Agreement

The fulfillment by OEC of any material terms of the leniency agreements under which it is obligated to pay are subject to

satisfactory review by the Ad Hoc Group

leniency agreements under which it is obligated to pay are subject to satisfactory review by the
leniency agreements under which it is obligated to pay are subject to satisfactory review by the

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Pro forma cash flows

PURPOSES ONLY / SUBJECT TO FRE 408 Pro forma cash flows The table below summarizes the

The table below summarizes the pro forma cash flows resulting from the Proposal based on the Company’s Base Case Business Plan and related materials presented to the Ad Hoc Group on February 8, 2019 (the “Business Plan”), subject to the footnotes set

forth below

Summary cash flow statement (US$ in millions)

 

'19E

'20E

'21E

'22E

'23E

'24E

'25E

'26E

'27E

'28E

'29E

'30E

'31E

'32E

'33E

'34E

'35E

'36E

'37E

'38E

'39E

'40E

Operating cash flow 1

$83

$63

$215

$333

$538

$401

$385

$419

$348

$389

$538

$488

$667

$476

$455

$567

$504

$673

$485

$392

$596

$618

(-) Total fines excluding estimated Global Agreement 2

(120)

(142)

(165)

(263)

(174)

(60)

(67)

(16)

(4)

(4)

(24)

(29)

(52)

(90)

(62)

(68)

(74)

(81)

(72)

Cash flow before debt service

($37)

($79)

$50

$70

$364

$341

$318

$403

$344

$385

$538

$488

$643

$447

$403

$477

$442

$605

$411

$311

$596

$546

Cash interest

(18)

(18)

(18)

(255)

(262)

(259)

(256)

(251)

(242)

(238)

(224)

(210)

(210)

(210)

(193)

(176)

(176)

(176)

(176)

(176)

(176)

(176)

Principal payments 3

(97)

(182)

(132)

(651)

(640)

ODB cash infusion

375

∆ in cash

$320

($97)

$32

($185)

$101

($15)

$62

($31)

($30)

$146

($337)

$278

$433

$237

($431)

$300

$265

$428

$234

$134

$420

$370

Beginning cash balance

$76

$396

$299

$332

$147

$248

$233

$295

$265

$234

$381

$44

$322

$755

$991

$561

$861

$1,127

$1,555

$1,789

$1,924

$2,343

Ending cash balance

396

299

332

147

248

233

295

265

234

381

44

322

755

991

561

861

1,127

1,555

1,789

1,924

2,343

2,713

Memo:

Net debt

$2,999

$3,393

$3,681

$3,876

$3,775

$3,693

$3,631

$3,479

$3,378

$3,232

$2,918

$2,640

$2,207

$1,970

$1,761

$1,460

$1,195

$767

$532

$398

($22)

($391)

EBITDA

223

257

217

555

539

663

648

648

705

773

804

801

783

785

772

827

839

856

836

809

852

903

Net debt / EBITDA

13.5x

13.2x

17.0x

7.0x

7.0x

5.6x

5.6x

5.4x

4.8x

4.2x

3.6x

3.3x

2.8x

2.5x

2.3x

1.8x

1.4x

0.9x

0.6x

0.5x

n.m.

n.m.

Notes

1. Per the Business Plan

2. Reflects Business Plan adjusted to exclude estimated Global Agreement fines and penalties based on information that is publicly available or was otherwise included in the Business Plan presentation provided by OEC to the Ad Hoc Group. Estimated Global

Agreement total fines and penalties are R$8.512 billion (US$2.278 billion) (inflation-adjusted) per the MPF Leniency Agreement, less

R$660 million (US$177 million) paid in 2017 and 2018 per the Business Plan. Global Agreement payments through 2022 reflect the Company’s public Q3 2018 financial statements which state the first six annual payments are R$80 million (US$21 million). Remaining payments illustratively assume the balance of R$7.532 billion (US$2.016 billion) is paid in equal annual installments of ~US$119 million for the subsequent 17 years of the agreement. All figures converted using BRL / USD FX as of 2/27/2019 of 3.74

3. Assumes each series of New Bonds is paid in full at maturity. Figures do not reflect excess cash sweep

3.74 3. Assumes each series of New Bonds is paid in full at maturity. Figures do
3.74 3. Assumes each series of New Bonds is paid in full at maturity. Figures do

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FOR DISCUSSION PURPOSES ONLY / SUBJECT TO FRE 408

Illustrative implied PVs

PURPOSES ONLY / SUBJECT TO FRE 408 Illustrative implied PVs The tables below illustrate the PVs

The tables below illustrate the PVs of the cumulative future interest and principal payments for each series of New Bonds at discount rates ranging from 10% to 15% 1

PV analysis (US$ in millions)

Discount rate

10%

11%

12%

13%

14%

15%

2020 7.000% notes

$74

$71

$68

$65

$63

$60

2022 5.125% notes

123

116

110

104

98

93

2023 6.000% notes

90

84

79

75

71

66

2025 4.375% notes

379

352

326

303

282

263

2029 5.250% notes

358

326

297

272

249

229

2042 7.125% notes

698

626

564

510

465

425

Perp 7.500% notes

561

495

441

395

357

324

Total

$2,283

$2,070

$1,885

$1,725

$1,585

$1,461

Implied PV of bonds on Effective Date as a percentage of face value 2

Discount rate

10%

11%

12%

13%

14%

15%

2020 7.000% notes

93.8%

90.1%

86.6%

83.3%

80.1%

77.1%

2022 5.125% notes

79.7%

75.3%

71.2%

67.3%

63.7%

60.4%

2023 6.000% notes

82.4%

77.4%

72.9%

68.6%

64.7%

61.0%

2025 4.375% notes

67.9%

62.9%

58.4%

54.3%

50.5%

47.0%

2029 5.250% notes

66.3%

60.4%

55.1%

50.5%

46.3%

42.5%

2042 7.125% notes

75.4%

67.5%

60.8%

55.1%

50.2%

45.9%

Perp 7.500% notes

68.7%

60.7%

54.0%

48.4%

43.7%

39.6%

Weighted average

72.2%

65.6%

60.0%

55.1%

50.8%

47.1%

72.2% 65.6% 60.0% 55.1% 50.8% 47.1% Notes 1 Does not reflect excess cash sweep 2 Based
72.2% 65.6% 60.0% 55.1% 50.8% 47.1% Notes 1 Does not reflect excess cash sweep 2 Based

Notes

1

Does not reflect excess cash sweep

2

Based on 9/30/2019 principal balances

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