Construtora Norberto Odebrecht SA

http://www.oblible.com U.S.$250,000,000 Odebrecht Finance Ltd. (incorporated with limited liability in the Cayman Islands) 7.50% Perpetual Notes 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.$250,000,000 aggregate principal amount of its 7.50% perpetual notes pursuant to this offering, or the new notes. The new notes are additional notes issued under the indenture, dated as of September 14, 2010, pursuant to which the issuer initially issued and sold U.S.$500,000,000 aggregate amount of 7.50% perpetual notes, or the initial notes. The new notes have identical terms and conditions as the initial notes, other than the issue date and issue price, and are consolidated and form a single series with, and vote together as a single class with, the initial notes. Although the new notes issued pursuant to Rule 144A, or the new 144A notes, are fungible with and listed together with the initial notes issued pursuant to Rule 144A, or the initial 144A notes, shortly after the issue date of the new notes, the new notes issued pursuant to Regulation S, or the new Reg S notes, have different CUSIP and ISIN numbers and Common Code from the initial notes issued pursuant to Regulation S, or the initial Reg S notes. The new Reg S notes will be maintained under such temporary CUSIP and ISIN numbers and Common Code during a 40- day distribution compliance period commencing on the issue date and ending on December 19, 2011. References to the “notes” are to the new notes and the initial notes collectively, unless the context otherwise requires. Interest on the new notes will accrue from and including September 14, 2011 at a rate of 7.50% per annum. The issuer will pay interest on the new notes quarterly in arrears on March 14, June 14, September 14 and December 14 of each year, commencing on December 14, 2011. The notes will be perpetual notes with no fixed final maturity date and will be repaid only in the event that the issuer redeems the notes or upon acceleration due to an event of default, as described under “Description of the Notes.” The notes may, at the option of the issuer, be redeemed, in whole or in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, on any date on or after September 14, 2015; provided that in the case of any partial redemption, at least U.S.$100,000,000 in aggregate principal amount of the notes must remain outstanding. The notes may also be redeemed, in whole but not in part, at any time upon the occurrence of specified events relating to Brazilian or Cayman Islands tax law, as set forth in this offering memorandum. See “Terms and Conditions.” Construtora Norberto Odebrecht S.A., or 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 new notes on the Official List of the Luxembourg Stock Exchange and to trade the new 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 15. Price: 100% plus accrued interest from September 14, 2011 Purchasers of new notes will be required to pay accrued interest totaling U.S.$2,864,583.33, or U.S.$1,145.83 per U.S.$100,000 principal amount of new notes, from and including September 14, 2011 up to (but excluding) November 9, 2011, the date we delivered the new notes. 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.” The new notes were delivered 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 November 9, 2011. Sole Bookrunner and Lead Manager HSBC Co-manager Deutsche Bank Securities The date of this offering memorandum is November 15, 2011. http://www.oblible.com TABLE OF CONTENTS ENFORCEMENT OF CIVIL LIABILITIES ........... v PRINCIPAL SHAREHOLDERS ........................... 74 PRESENTATION OF FINANCIAL AND RELATED PARTY TRANSACTIONS................. 75 OTHER INFORMATION.................................. vii TERMS AND CONDITIONS................................ 76 FORWARD-LOOKING STATEMENTS................ x TAXATION ......................................................... 101 EXCHANGE RATES............................................. xii PLAN OF DISTRIBUTION................................. 108 SUMMARY ............................................................. 1 TRANSFER RESTRICTIONS............................. 114 RISK FACTORS .................................................... 15 VALIDITY OF NOTES ....................................... 116 USE OF PROCEEDS ............................................. 25 INDEPENDENT AUDITORS ............................. 116 CAPITALIZATION ............................................... 26 LISTING AND GENERAL INFORMATION..... 117 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.. 32 BUSINESS ............................................................. 50 THE ISSUER.......................................................... 70 MANAGEMENT ................................................... 71 - i - 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 new notes. We, as well as HSBC Securities (USA) Inc. and Deutsche Bank 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 new 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 new notes, and (2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the new 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 new 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;

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