Obbligazione Novanor 5.25% ( USG6710EAQ38 ) in USD

Novanor

100 USD ▲

Brasile

USG6710EAQ38 ( in USD )

5.25% per anno ( pagato 2 volte l'anno)

27/06/2029

Prospetto opuscolo dell'obbligazione Novonor USG6710EAQ38 en USD 5.25%, scadenza 27/06/2029

200 000 USD

500 000 000 USD

G6710EAQ3

N/A

27/06/2026 ( In 137 giorni )

Novonor è un conglomerato brasiliano che opera principalmente nei settori dell'ingegneria, delle costruzioni, dell'energia, delle concessioni e dell'industria chimica.

The Obbligazione issued by Novanor ( Brazil ) , in USD, with the ISIN code USG6710EAQ38, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/06/2029

LUXEMBOURG LISTING PARTICULARS

U.S.$500,000,000
Odebrecht Finance Ltd.
(incorporated with limited liability in the Cayman Islands)
5.250% Notes due 2029
Unconditionally and Irrevocably Guaranteed by
Construtora Norberto Odebrecht S.A.
(incorporated in the Federative Republic of Brazil)
______________
Odebrecht Finance Ltd., or the issuer, is offering U.S.$500,000,000 aggregate principal amount of its 5.250%
notes due 2029. The notes will mature on June 27, 2029. Interest on the notes will accrue from June 27, 2014 and
will be payable on June 27 and December 27 of each year, commencing on December 27, 2014.
The issuer, or Construtora Norberto Odebrecht S.A., or CNO, may, at its option, redeem the notes, in whole or
in part, at any time, by paying 100% of the principal amount of the notes to be redeemed plus the applicable "make
whole" amount and accrued interest and additional amounts, if any. The notes may also be redeemed, in whole but
not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, at any time upon
the occurrence of specified events relating to Cayman Islands or Brazilian tax law, as set forth in this offering
memorandum. See "Terms and Conditions--Redemption and Repurchase."
If a specified Change of Control event as described herein occurs, unless the issuer has exercised its option to
redeem the notes, CNO will be required to offer to purchase the notes at the price described in this offering
memorandum. See "Terms and Conditions--Covenants--Repurchase of Notes upon a Change of Control."
CNO has unconditionally and irrevocably guaranteed the full and punctual payment of principal, interest and all
other amounts that may become due and payable in respect of the notes. The guaranty will rank equally with the
other unsecured, unsubordinated indebtedness of CNO. The issuer is a wholly-owned subsidiary of Odebrecht S.A.,
CNO's parent company, and is not a subsidiary of CNO. CNO is a wholly-owned subsidiary of Odebrecht S.A.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to admit to trading
the notes on the Euro MTF Market of that exchange. See "Listing and General Information."
Investing in the notes involves risks. See "Risk Factors" beginning on page 13.
Price: 100.000% plus accrued interest, if any, from June 27, 2014
The notes (including the guaranty) have not been registered under the U.S. Securities Act of 1933, as amended,
or the Securities Act. The notes may not be offered or sold within the United States or to U.S. persons, except to
qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain
non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the
notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For more information about restrictions on transfer of the notes, see "Transfer Restrictions."
Delivery of the notes was made to investors in book-entry form through The Depository Trust Company, or
DTC, for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System,
and Clearstream Banking, société anonyme, on June 27, 2014.

Joint Bookrunners and Joint Lead Managers
Citigroup
Deutsche
Itaú BBA
J.P.
Mitsubishi Santander
Bank
Morgan
UFJ
Securities
Securities
The date of this offering memorandum is July 15, 2014

TABLE OF CONTENTS

ENFORCEMENT OF CIVIL LIABILITIES ........... v
BUSINESS ............................................................. 51
PRESENTATION OF FINANCIAL AND
THE ISSUER .......................................................... 69
OTHER INFORMATION .................................. vii
MANAGEMENT ................................................... 70
FORWARD-LOOKING STATEMENTS ................ x
PRINCIPAL SHAREHOLDERS ........................... 70
EXCHANGE RATES ............................................. xii
RELATED PARTY TRANSACTIONS ................. 74
SUMMARY ............................................................. 1
TERMS AND CONDITIONS ................................ 75
THE OFFERING ...................................................... 7
TAXATION ........................................................... 96
SUMMARY FINANCIAL AND OTHER
PLAN OF DISTRIBUTION ................................. 101
INFORMATION OF CNO ................................. 10
TRANSFER RESTRICTIONS ............................. 108
RISK FACTORS .................................................... 13
VALIDITY OF NOTES ....................................... 110
USE OF PROCEEDS ............................................. 24
INDEPENDENT AUDITORS ............................. 110
CAPITALIZATION ............................................... 25
LISTING AND GENERAL INFORMATION ..... 111
SELECTED FINANCIAL AND OTHER
INDEX TO FINANCIAL STATEMENTS ........... F-1
INFORMATION OF CNO ................................. 27
APPENDIX A SUMMARY OF CERTAIN
MANAGEMENT'S DISCUSSION AND
DIFFERENCES BETWEEN BRAZILIAN
ANALYSIS OF FINANCIAL CONDITION
GAAP AND U.S. GAAP .................................. A-1
AND RESULTS OF OPERATIONS OF CNO .. 33

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Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Construtora Norberto Odebrecht S.A.," "CNO," "our company," "we," "our," "ours," "us" or similar terms refer to
Construtora Norberto Odebrecht S.A., and all references to "Odebrecht Finance" or the "issuer" refer to Odebrecht
Finance Ltd., the issuer of the notes and a wholly-owned subsidiary of Odebrecht S.A., or Odebrecht. The term
"Brazil" refers to the Federative Republic of Brazil, and the phrase "Brazilian government" refers to the federal
government of Brazil.
We, having made all reasonable inquiries, confirm that the information contained in this offering
memorandum with regard to us is true and accurate in all material respects, that the opinions and intentions
expressed in this offering memorandum are honestly held, and that there are no other facts the omission of which
would make this offering memorandum as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. We accept responsibility accordingly.
____________________________
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
note offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer
or solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under
any circumstances imply that there has been no change in our affairs or that the information set forth in this
offering memorandum is correct as of any date subsequent to the date of this offering memorandum.
____________________________
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes. We, as well as Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Itau BBA USA
Securities Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc. and Santander Investment
Securities Inc., or the initial purchasers, reserve the right to reject any offer to purchase, in whole or in part, for any
reason, or to sell less than all of the notes offered by this offering memorandum.

You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make
such purchases, offers or sales, and neither we nor the initial purchasers have any responsibility therefor. See
"Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the notes.

You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional
information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained in this offering memorandum;
·
you have not relied on the initial purchasers or any person affiliated with the initial purchasers in
connection with your investigation of the accuracy of such information or your investment
decision; and
·
no person has been authorized to give any information or to make any representation concerning
us or the notes other than those as set forth in this offering memorandum. If given or made, any
such other information or representation should not be relied upon as having been authorized by us
or the initial purchasers.
In making an investment decision, you must rely on your own examination of our business and the terms of
this offering, including the merits and risks involved. The notes have not been recommended by any federal or state

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securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy or
determined the adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
The offering is being made in reliance upon an exemption from registration under the Securities Act, for an
offer and sale of securities that does not involve a public offering. The notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities Act and
applicable state securities laws, pursuant to registration or exemption therefrom. In making your purchase, you will
be deemed to have made certain acknowledgments, representations and agreements set forth in this offering
memorandum under the caption "Transfer Restrictions." You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time.
This offering memorandum may only be used for the purposes for which it has been prepared. The initial
purchasers are not making any representation or warranty as to the accuracy or completeness of the information
contained in this offering memorandum, and nothing contained in this offering memorandum is, or shall be relied
upon as, a promise or representation, whether as to the past or the future.
No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe
for the notes unless at the time of invitation, the issuer is listed on the Cayman Islands stock exchange.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum,
makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this offering memorandum.
This offering memorandum constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended.
____________________________
See "Risk Factors" for a description of certain factors relating to an investment in the notes, including
information about our business. None of us, the initial purchasers or any of our or their representatives is making
any representation to you regarding the legality of an investment by you under applicable legal investment or similar
laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the notes.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, you (and each of your employees, representatives or other agents) may disclose to any
and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of this
offering and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to
such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal
income tax treatment of this offering.
____________________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT, OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR

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GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
____________________________
Additional Information
While any notes remain outstanding, we will make available, upon request, to any holder and any
prospective purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act,
during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and admit to
trading the notes on the Euro MTF market. See "Listing and General Information." We will comply with any
undertakings that we give from time to time to the Luxembourg Stock Exchange in connection with the notes, and
we will furnish to the Luxembourg Stock Exchange all such information required in connection with the listing of
the notes.

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ENFORCEMENT OF CIVIL LIABILITIES
Cayman Islands
Odebrecht Finance is an exempted limited liability company incorporated under the laws of the Cayman
Islands. Odebrecht Finance has been incorporated in the Cayman Islands because of certain benefits associated with
being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable
tax system, the absence of exchange control or currency restrictions and the availability of professional and support
services.
However, the Cayman Islands has a less exhaustive and prescriptive body of securities laws as compared to
the United States and certain other jurisdictions and provides significantly lesser protections for investors. All of
Odebrecht Finance's directors and officers are nationals and/or residents of countries other than the United States,
and all or a substantial portion of Odebrecht Finance's or such persons' assets are located outside the United States.
As a result, it may be difficult for investors to effect service of process within the United States upon Odebrecht
Finance or such persons or to enforce against them, judgments obtained in U.S. courts, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
There is no statutory enforcement in the Cayman Islands of judgments obtained in England, New York or
Brazil. However, the courts of the Cayman Islands will recognize a foreign judgment as the basis for a claim at
common law in the Cayman Islands by an action commenced on the foreign judgment debt in the Grand Court of the
Cayman Islands, provided such judgment is rendered by a foreign court or competent jurisdiction, imposes on the
judgment debtor a liability to pay a liquidated sum for which the judgment has been given, is final, is not in respect
of taxes, a fine or a penalty and was not obtained in a manner and is not of a kind the enforcement of which is
contrary to natural justice or the public policy of the Cayman Islands.
Brazil
Brazilian law provides that a final conclusive judgment of non-Brazilian courts for the payment of money
rendered thereby may be enforced in Brazil, subject to certain requirements described below. A judgment against
either us or the issuer obtained outside Brazil would be enforceable in Brazil against us or the issuer without
reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice
(Superior Tribunal de Justiça), or STJ. That confirmation, generally, will occur if the foreign judgment:
·
fulfills all formalities required for our enforceability under the laws of the non-Brazilian courts;
·
is issued by a competent jurisdiction court after due proper service of process on the parties, which
service must comply with Brazilian law if made in Brazil, or after sufficient evidence of the parties'
absence has been given, as required by applicable law;
·
is not subject to appeal;
·
is for a fixed sum;
·
is authenticated by the Brazilian consulate in the location in which the foreign judgment is issued and
is accompanied by a sworn translation into the Portuguese language; and
·
does not violate Brazilian public policy, good morals, public morality or national sovereignty.
We have also been advised that:
·
civil lawsuits may be brought before Brazilian courts in connection with this offering memorandum
based solely on the federal securities laws of the United States in Brazilian courts and that, subject to
applicable law, Brazilian courts may enforce such liabilities in such lawsuits against us (provided that
provisions of the federal securities laws of the United States do not contravene Brazilian public policy,
good morals or national sovereignty) and provided further that, under Brazilian law, Brazilian courts

- v -

may assert jurisdiction whenever the defendant is domiciled in Brazil, the obligation has to be
performed in Brazil or the subject matter under dispute originates in Brazil, considering that Brazilian
courts may exercise jurisdiction over such matters or disputes pursuant to article 88 of the Brazilian
Law no. 5,869/1973, or the Brazilian Code of Civil Procedure; and
·
the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching
certain assets of ours is limited by provisions of Brazilian bankruptcy, insolvency, liquidation,
reorganization or similar laws, given that assets are located in Brazil.
We have been further advised that a plaintiff, whether Brazilian or non-Brazilian, who resides outside
Brazil or is outside Brazil during the course of the litigation in Brazil and who does not own real property in Brazil
must provide a bond to guaranty the payment of the defendant's legal fees and court expenses, except in case of
collection claims based on an instrument (which do not include the notes issued hereunder) that may be enforced in
Brazilian courts without the previous review of its merit (título executivo extrajudicial) or counterclaims as
established under Article 836 of the Brazilian Code of Civil Procedure. This bond of guaranty must have a value
sufficient to satisfy the payment of court fees and defendant attorney's fees, as determined by a Brazilian judge.
The confirmation process may be time consuming and may also give rise to difficulties in enforcing the
foreign judgment in Brazil. Accordingly, we cannot assure you that confirmation would be obtained, that the
confirmation process would be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of the securities laws of countries other than Brazil.

- vi -

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil.
All references to "U.S. dollars," "dollars" or "U.S.$" are to U.S. dollars.
Solely for the convenience of the reader, we have translated some amounts included in "Summary--
Summary Financial and Other Information of CNO," "Capitalization," "Selected Financial and Other Information of
CNO" and elsewhere in this offering memorandum from reais into U.S. dollars using the selling rate as reported by
the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank, at March 31, 2014 of R$2.2630 per U.S.
dollar. These translations should not be considered representations that any such amounts have been, could have
been or could be converted into U.S. dollars at that or at any other exchange rate. Such translations should not be
construed as representations that the real amounts represent or have been or could be converted into U.S. dollars as
of that or any other date. See "Exchange Rates."
Financial Statements
CNO Financial Statements
We maintain our books and records in reais.
We prepare our consolidated financial statements in accordance with accounting practices adopted in
Brazil, or Brazilian GAAP, which are based on:
·
Brazilian Law No. 6,404/76, as amended by Brazilian Law No. 9,457/97, Brazilian Law
No. 10,303/01, Brazilian Law No. 11,638/07 and by Provisional Measure No. 449/08, which we refer
to collectively as the Brazilian Corporate Law;
·
the rules and regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários),
or the CVM;
·
the accounting standards issued by the Brazilian Institute of Independent Auditors (Instituto dos
Auditores Independentes do Brasil), or IBRACON, and the Brazilian Federal Accounting Council
(Conselho Federal de Contabilidade), or the CFC; and
·
the accounting standards issued by the Brazilian Accounting Standards Committee (Comitê de
Pronunciamentos Contábeis - CPC), or the CPC.

Our financial information contained in this offering memorandum has been derived from our records and
financial statements, and includes our:

·
unaudited condensed interim consolidated financial statements as at March 31, 2014 and for the three
months then ended (which contains comparative figures for the three months ended March 31, 2013),
and the notes thereto, prepared in accordance with accounting standard CPC 21, Interim Financial
Reporting of the Brazilian Accounting Pronouncements Committee, or CPC 21, which have been
subject to a review by our independent auditors in accordance with Brazilian and International
Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of Interim Financial
Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim
Financial Information Performed by the Independent Auditor of the Entity, respectively) as stated in
their review report included elsewhere in this offering memorandum;
·
audited consolidated financial statements as at December 31, 2013 and for the year then ended (which
contains comparative figures for the year ended December 31, 2012), and the notes thereto, prepared
in accordance with Brazilian GAAP, which have been audited by our independent auditors in
accordance with Brazilian and International Standards on Auditing, as stated in their report included
elsewhere in this offering memorandum; and

- vii -

·
audited consolidated financial statements as at December 31, 2012 and for the year then ended (which
contains comparative figures for the year ended December 31, 2011), and the notes thereto, as
originally presented, prepared in accordance with Brazilian GAAP at the time that these financial
statements were prepared (and have not been re-presented), which have been audited by our
independent auditors in accordance with Brazilian and International Standards on Auditing, as stated
in their report included elsewhere in this offering memorandum.
Brazilian GAAP differs in certain significant respects from accounting practices adopted in the United
States, or U.S. GAAP, and IFRS. Such differences might be material to the financial statements included in this
offering memorandum prepared in accordance with Brazilian GAAP. For a discussion of certain differences between
Brazilian GAAP and U.S. GAAP, see "Appendix A--Summary of Certain Differences Between Brazilian GAAP
and U.S. GAAP." We have made no attempt to identify or quantify the impact of those differences. In making an
investment decision, investors must rely upon their own examination of us, the terms of the offering and the
financial information included herein. Potential investors should consult their own professional advisors for an
understanding of the differences between Brazilian GAAP and U.S. GAAP or IFRS, and how those differences
might affect the financial information included herein.
Special Note Regarding CPC 19(R2)

Our financial data as at and for the year ended December 31, 2011 is not comparable to our financial data
as at and for the years ended December 31, 2013 and 2012 and subsequent periods because we adopted CPC 19(R2)
on January 1, 2013, thereby changing our accounting policy for investments in joint arrangements. We have applied
the new policy with respect to interests in joint ventures as of January 1, 2013, in accordance with the transitional
provisions of CPC 19(R2) and, accordingly, restated our financial data as at and for the year ended December 31,
2012. Our financial data as at and for the year ended December 31, 2011 has not been restated to reflect such
impacts described above because such impacts did not have a material effect in 2011. Investments in joint ventures
have been recognized in the consolidated financial statements in a single line, and measured by the equity method,
rather than proportional consolidation, from the immediately preceding period presented. For additional detail,
please refer to note 2.2 to our audited condensed financial statements as at December 31, 2013 and for the year then
ended.
Odebrecht Finance Ltd. Financial Statements
Odebrecht Finance maintains its books and records in U.S. dollars. The financial information contained in
this offering memorandum includes its:
· unaudited interim financial statements as at March 31, 2014 and for the three months then ended (which
contains comparative figures for the three months ended March 31, 2013), prepared in accordance with
CPC 21, which have been subject to a review by its independent auditors in accordance with Brazilian
and International Standards on Reviews of Interim Financial Information (NBC TR 2410 - Review of
Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 -
Review of Interim Financial Information Performed by the Independent Auditor of the Entity,
respectively), as stated in their review report included elsewhere in this offering memorandum;
· audited financial statements as at December 31, 2013 and for the year then ended (which contains
comparative figures for the year ended December 31, 2012), prepared in accordance with Brazilian
GAAP, which have been audited by its independent auditors in accordance with Brazilian and
International Standards on Auditing, as stated in their report included elsewhere in this offering
memorandum; and
· audited financial statements as at December 31, 2012 and for the year then ended (which contains
comparative figures for the year ended December 31, 2011), prepared in accordance with Brazilian
GAAP in accordance with Brazilian and International Standards on Auditing, which have been audited
by its independent auditors, as stated in their report included elsewhere in this offering memorandum.

- viii -

The review report included in the financial statements as at March 31, 2014 and for the three months then
ended (which contains comparative figures for the three months ended March 31, 2013) and the audit reports
included in the financial statements as at December 31, 2013 and for the year then ended (which contains
comparative figures for the year ended December 31, 2012) and as at December 31, 2012 and for the year then
ended (which contains comparative figures for the year ended December 31, 2011) contain explanatory paragraphs
regarding Odebrecht Finance's accumulated losses, deficit in stockholders' equity and negative working capital
requiring additional long-term funds to cover its commitments, which are currently guaranteed by Odebrecht. In
addition, we currently guarantee all of Odebrecht Finance's debt with third parties, including the notes.
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum.
As a result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them.
Market Share and Other Information
We make statements in this offering memorandum about our market share in the construction industry in
Brazil and elsewhere. We have made these statements on the basis of information obtained from third party sources
that we believe are reliable. We are responsible for the correct extraction and reproduction of the information from
third party sources that we use in this offering memorandum. We derive information regarding our competitive
position in the construction industry and other information from Valor Econômico, a Brazilian business newspaper,
McGraw-Hill Construction Engineering News-Record, or ENR, a leading construction industry web site, and other
third party sources and reports that we believe are reasonably reliable. Although we have no reason to believe that
any of this information is inaccurate in any material respect, neither we nor the initial purchasers have independently
verified the construction capacity, market share, market size or similar data provided by third parties or derived from
industry or general publications.
In this offering memorandum, all references to:
·
"km" are to kilometers; and
·
"MW" are to megawatts. Megawatts are units of power with one megawatt being equal to one million
watts.

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