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Profile: Odebrecht Family Brazil 19 Oct 2016 | Odebrecht Engenharia E Construção, Odebrecht Óleo E Gás, Braskem

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Profile: Odebrecht Family Brazil 19 Oct 2016 | Odebrecht Engenharia E Construção, Odebrecht Óleo E Gás, Braskem PROFILE: ODEBRECHT FAMILY BRAZIL 19 OCT 2016 | ODEBRECHT ENGENHARIA E CONSTRUÇÃO, ODEBRECHT ÓLEO E GÁS, BRASKEM The Odebrecht family controls Latin America’s largest con- Shareholder-related risk struction company, Odebrecht Engenharia & Construção (OEC), its largest petrochemical producer, Braskem and Succession While the family is relatively large, offshore driller Odebrecht Óleo e Gás (OOG). Risk the business has been led by one person in each generation. With Marcelo Ode- Risk associated Moderate Marcelo Odebrecht was sentenced in March to 19 years in with generational brecht jailed, the family’s management prison for bribery, money laundering, and organized crime transfer of wealth resources are uncertain due to a lack and management of other leaders in his generation. in connection to his role in a bid-rigging cartel for contracts with Petrobras. The group’s close ties with politicians Political OOG is in talks with holders of its bonds due 2021 and Risk and executives of state-owned 2022, and missed a March coupon on its perpetual Political exposure High companies, most notably Petrobras, due to government have contributed to its legal and bond; ethanol producer Odebrecht Agroindustrial relationships concluded a BRL 11bn restructuring in July. financial problems. Odebrecht’s entire 38% controlling stake in Braskem Legal and Odebrecht companies have been hob- has been pledged as collateral for restructured bank Regulatory Risk bled by prosecutions and sanctions, with loans, including at the holding-company level. Risk associated High its former CEO imprisoned, numerous with lawsuits, prosecution and prosecutions ongoing, and its companies regulatory sanctions banned from public contracts. CONTENTS PAGE Transparency Family Structure 3 The family’s main companies are held Risk in a transparent fashion, but the group Corporate Structure (Part 1) 4 Risk due to opaque Moderate has been accused by prosecutors of using Corporate Structure (Part 2) 5 corporate ownership and offshore networks of offshore shell companies Affiliations 6 holding structures for laundering bribe money. Risk factors 8 News 10 Governance Risk Despite being exposed as the leader of a Risk associated bribery cartel, the group has a generally with corporate Moderate good reputation for corporate govern- INTRODUCTION governance, fraud ance with respect to its treatment of and corruption The fortunes of the Odebrecht Group, which includes Latin America’s minority shareholders and creditors. largest contractor, reflect the rewards and risks of a business model that embraces corruption as a necessity. In a country where bribery and Expansion Risk While the Odebrecht Group is diversi- kickbacks are commonplace, the group – controlled by the Odebrecht Risk from growth Moderate fied and global, its main focus remains and diversification family – has been accused of engineering a system for doling out on engineering-related industries. bribes to government officials that formed the basis of an industry- wide graft network. Its privileged spot at the convergence of Brazilian Multiple Odebrecht companies are at Credit History risk of default due to business disruptions business and government helped Odebrecht grow into one of Latin Risk America’s largest conglomerates, but may also be its undoing. stemming from corruption investigations. Bankruptcy or Low However, the family’s companies do default risk related not appear to have a history of bank- Odebrecht has been the most prominent corporate target of Brazil’s to shareholder Lava Jato (“Car Wash”) investigation, which has exposed a bribery and history ruptcy or contentious relations with creditors. money-laundering cartel involving contractors and state-owned oil company Petrobras. The group’s head, Marcelo Odebrecht, was sen- Ratings indicate the probability of business disruption or loss of investment value. tenced in March to 19 years in prison, while its companies struggle High = over 50% or already occurring; Low = minimal concern in the foreseeable future. to win enough new contracts to service their debt. An expected plea bargain by Marcelo – known to be close to the investigation’s ultimate Under Odebrecht SA, the group’s main constituents are Odebrecht targets, ex-Presidents Dilma Rousseff and Luiz Inácio Lula da Silva – Engenharia e Construção, Odebrecht Óleo e Gás, Odebrecht Transport, failed to materialize before his conviction, although there have been Odebrecht Agroindustrial, Odebrecht Ambiental (which is in the reports of a pending deal that could allow his early release. process of being sold), Enseada Indústria Naval, and Braskem, a petrochemical JV with Petrobras. In 2015 the group had BRL 124.1bn This is not the first time that the Odebrecht family has been implicated in revenue, BRL 109.9bn in debt and BRL 24.8bn in cash, according to in a corruption cartel. In 1993, the group was investigated for allegedly Moody’s. OEC provided 46% of revenue, Braskem 38%, and other orchestrating kickbacks among companies and government officials. subsidiaries a total of 16%. CONTINUES Page 1 PROFILE: ODEBRECHT FAMILY BRAZIL 19 OCT 2016 | ODEBRECHT ENGENHARIA E CONSTRUÇÃO, ODEBRECHT ÓLEO E GÁS, BRASKEM GROUP HISTORY Odebrecht Group bond overview The Odebrecht family is descended from German immigrant Emil Odebrecht, who arrived in Brazil in the 1850s, and has been involved in construction and infrastructure since the mid-19th century. The group Odebrecht SA and its subsidiaries had roughly BRL 110bn in total debt as of Dec 2015. This includes near- credits Norberto Odebrecht (1920-2014) with founding its modern ly USD 4bn in bonds from OOG, USD 3bn from OEC incarnation in 1944 after taking over an established, though indebted, Odebrecht SA and over USD 4bn from Braskem. The group has family business that already had ties with government officials and said that its companies do not intend to file for banks. The Bahia-based company, which Norberto renamed after him- bankruptcy. Law firm E. Munhoz Avogados is advising self, grew rapidly in the post-war period thanks to what the company’s Odebrecht in its talks with banks and bondholders. website calls “a healthy, interdependent relationship” with politicians and lenders during a period of rapid development in the mostly poor and rural northeastern state. A key landmark for Odebrecht was the OEC is seeking a leniency agreement with Brazilian founding in 1953 of Petrobras, with which the contractor immediately authorities that would allow it to bid for govern- developed a close relationship, according to Odebrecht Informa Online, Odebrecht ment contracts. OEC is current on its bonds but its an in-house publication. Engenharia project backlog has shrunk and it has slowed work Acquisitions and JVs played a key role in Odebrecht’s expansion. e Construção SA on existing projects to reduce cash burn. Its perpetual In the 1980s, Odebrecht acquired two major Brazilian contractors: bonds have traded recently in the 50s, and its 2042, Companhia Brasileira de Projetos e Obras (CBPO) and Técnica Nacional 2029 and 2025 bonds in the 40s and 50s. de Engenharia (Tenenge). Expansion into new sectors has been facilitated by collaboration with Japanese companies, including a petrochemical JV OOG missed a March 2016 coupon on its 7% unse- in the 1970s with Marubeni and Ishikawajima (now IHI Corp) and cur- rent JVs with Mitsui (in urban rail transit) and Kawasaki Heavy Industries cured perpetual notes and failed to pay within the 30-day grace period. Its due-2022 bonds backed by (in shipbuilding). Overseas business has accounted for a significant part of Odebrecht’s revenues since the 1980s, when domestic business drilling vessel contracts fell into default after one of diminished as Brazil suffered from recession and hyperinflation. the contracts was cancelled by Petrobras, forcing Odebrecht OOG to seek a forbearance. None of the bondholder While the Odebrecht family is relatively large, the business has been Óleo e Gás SA groups have shown a desire to accelerate, and the led by a single dominant individual in each generation, with other company has continued to negotiate with creditors family members maintaining low profiles. Norberto Odebrecht ran and with Petrobras. A potential exchange offer for the group from 1944 to 1991, when his eldest son Emilio took over the 2022 bonds has been discussed. OOG’s perpetual as president. From 2002 to 2009, non-family executive Pedro Novis bonds recently traded at 6 its 2022 notes at around held the top management job. Marcelo, the eldest son of Emilio, took 20, and 2021 notes around 30. over in 2009 and was the group’s dominant figure until he was arrested and jailed in 2015. Emilio no longer holds an executive position, and Braskem has been relatively unaffected by the the only family member on group company boards is his daughter Braskem SA group’s troubles, and its bonds trade above par. Mônica, who has not played a prominent public role. While the company emphasizes the decentralized management system and “entrepreneurial technology” developed by Norberto, it has never Debtwire reported on 4 October that OEC expected to secure a leni- been without strong family guidance. With Marcelo imprisoned and ency deal by year-end. Such a deal would not only allow Odebrecht Emilio in his 70s, the group faces a potential leadership vacuum. to resume bidding on government contracts in Brazil, but also reduce uncertainties that have made it difficult for the group to win private IMPACT ON BUSINESS and overseas contracts. A majority of group’s revenues are generated Although the depth of Odebrecht’s involvement in bribery and money abroad, and public works in Brazil last year represented only about 6%. laundering has been exposed, the ultimate impact of the scandal on its business is still unclear. Corruption investigations – which despite ex- Estado de S. Paulo reported on 8 October that Emilio Odebrecht was posing massive wrongdoing, also have a partisan and populist element – personally leading negotiations with prosecutors. Meanwhile, the group have continued to expand, raising the possibility of further allegations has been negotiating with creditors and divesting assets, most notably against Odebrecht companies.
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