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Braskem Finance Limited Announces Early Tender Date Results Of HSBC Securities (USA) Inc.'s Tender Offer For Any And All 8.00% Notes Due 2017; Tender Offer And Consent Solicitation For Any And All 7.25% Notes Due 2018; And Tender Offer And Consent Solicit

SAO PAULO, Jan. 30, 2014 /PRNewswire/ -- Braskem Finance Limited ("Braskem Finance"), a financing subsidiary of Braskem S.A. ("Braskem"), today announced the early tender date results in connection with HSBC Securities (USA) Inc.'s (the "Offeror") previously announced (i) offer to purchase for cash (the "2017 Notes Tender Offer") any and all of Braskem Finance's outstanding 8.00% Notes due 2017 (the "2017 Notes"), (ii) offer to purchase for cash (the "2018 Notes Tender Offer") and consent solicitation (the "2018 Notes Consent Solicitation") with respect to any and all of Braskem Finance's outstanding 7.25% Notes due 2018 (the "2018 Notes"), and (iii) an offer to purchase for cash (the "2020 Notes Tender Offer" and, together with the 2017 Notes Tender Offer and the 2018 Notes Tender Offer, the "Tender Offers") and consent solicitation (the "2020 Notes Consent Solicitation" and, together with the 2018 Notes Consent Solicitation, the "Consent Solicitations") with respect to Braskem Finance's outstanding 7.00% Notes due 2020 (the "2020 Notes" and, together with the 2017 Notes and the 2018 Notes, the "Notes") in an aggregate principal amount such that the amount of 2020 Notes Total Consideration and 2020 Notes Tender Offer Consideration (each as defined in the Offer Documents (as defined below)) paid by the Offeror does not exceed (x) U.S.$500.00 million less (y) the aggregate 2017 Notes Total Consideration and 2018 Notes Total Consideration (each as defined in the Offer Documents) paid by the Offeror to the holders of 2017 Notes and 2018 Notes, respectively, whose Notes were validly tendered and accepted for purchase on the Early Settlement Date (as defined below) pursuant to the 2017 Notes Tender Offer and the 2018 Notes Tender Offer, respectively (the "2020 Notes Maximum Tender Amount").  The early tender dates for each of the Tender Offers and the Consent Solicitations occurred at 5:00 p.m., New York City time, on January 30, 2014 (the "Early Tender Date").

Braskem Finance has been advised that, as of the Early Tender Date, (i) U.S.$44,927,000 in aggregate principal amount of the 2017 Notes, or approximately 35.69% of the outstanding 2017 Notes (excluding 2017 Notes held by Braskem Finance or its affiliates), had been validly tendered pursuant to the 2017 Notes Tender Offer, (ii) U.S.$229,413,000 in aggregate principal amount of the 2018 Notes, or approximately 53.99% of the outstanding 2018 Notes (excluding 2018 Notes held by Braskem Finance or its affiliates), had been validly tendered pursuant to the 2018 Notes Tender Offer and consents delivered pursuant to the related 2018 Notes Consent Solicitation, and (iii) U.S.$432,786,000 in aggregate principal amount of the 2020 Notes, or approximately 57.90% of the outstanding 2020 Notes (excluding 2020 Notes held by Braskem Finance or its affiliates), had been validly tendered pursuant to the 2020 Notes Tender Offer and consents delivered pursuant to the related 2020 Notes Consent Solicitation. 

The terms and conditions of the Tender Offers and the Consent Solicitations are described in the Offeror's Offer to Purchase and Consent Solicitation Statement, dated January 16, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents"), previously distributed to holders of the Notes.

Holders of 2017 Notes who have validly tendered their 2017 Notes at or prior to the Early Tender Date are eligible to receive the 2017 Notes Total Consideration, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2017 Notes (the "2017 Notes Early Settlement Date"). The 2017 Notes Early Settlement Date is expected to occur on or about January 31, 2014.  The Offeror intends to pay for all 2017 Notes validly tendered and accepted for purchase pursuant to the 2017 Notes Tender Offer on the 2017 Notes Early Settlement Date.

Holders of 2018 Notes who have validly tendered their 2018 Notes at or prior to the Early Tender Date are eligible to receive the 2018 Notes Total Consideration, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2018 Notes (the "2018 Notes Early Settlement Date"). The 2018 Notes Early Settlement Date is expected to occur on or about January 31, 2014.  The Offeror intends to pay for all 2018 Notes validly tendered and accepted for purchase pursuant to the 2018 Notes Tender Offer on the 2018 Notes Early Settlement Date. In addition, in connection with the 2018 Notes Consent Solicitation, Braskem Finance intends to execute a supplemental indenture (the "2018 Notes Supplemental Indenture") to the indenture governing the 2018 Notes, which will eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in such indenture (the "2018 Proposed Amendments").  Adoption of the 2018 Proposed Amendments requires consents of holders of at least a majority in aggregate principal amount of the outstanding 2018 Notes (excluding 2018 Notes held by Braskem Finance or its affiliates). The Offeror has obtained the requisite consents for the 2018 Proposed Amendments. Any 2018 Notes not tendered and purchased pursuant to the 2018 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2018 Notes, as amended by the 2018 Notes Supplemental Indenture.

Holders of 2017 Notes and 2018 Notes who have not yet tendered their respective Notes have until 12:00 Midnight, New York City time, on February 13, 2014, unless extended by the Offeror (such time and date, as it may be extended for either series of the Notes, the "Expiration Date") to tender such Notes pursuant to the applicable Tender Offer. Any holders of 2017 Notes or 2018 Notes who validly tender their respective Notes after the Early Tender Date but at or prior to the Expiration Date will not be entitled to receive the applicable early tender payment and will therefore be entitled to receive only the applicable tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the applicable final settlement date. 

Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior to the Early Tender Date are eligible to receive the 2020 Notes Total Consideration, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2020 Notes (the "2020 Notes Early Settlement Date"). The 2020 Notes Early Settlement Date is expected to occur on or about January 31, 2014. Since the aggregate principal amount of 2020 Notes validly tendered in the 2020 Notes Tender Offer at or prior to the Early Tender Date exceeds the 2020 Notes Maximum Tender Amount, in accordance with the proration procedures described in the Offer Documents, the proration factor used to determine the amount of validly tendered 2020 Notes to be accepted for purchase from each tendering holder of 2020 Notes on the 2020 Notes Early Settlement Date equals 29.82%. Accordingly, the Offeror intends to purchase on the 2020 Notes Early Settlement Date U.S.$165,684,000 in aggregate principal amount of 2020 Notes validly tendered at or prior to the Early Tender Date pursuant to the 2020 Notes Tender Offer. Furthermore, since the 2020 Notes Tender Offer was fully subscribed as of the 2020 Notes Early Tender Date, holders of 2020 Notes who validly tender 2020 Notes after the Early Tender Date will not have any of their 2020 Notes accepted for purchase. In addition, in connection with the 2020 Notes Consent Solicitation, a supplemental indenture to the indenture governing the 2020 Notes will not be executed. Any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2020 Notes.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers and the Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent at +1 (800) 967-4604 (toll free), +1 (212) 269-5550 (collect) or [email protected].

The Offeror reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason.  The Offeror is making the Tender Offers and the Consent Solicitations only in those jurisdictions where it is legal to do so. 

The Offeror, Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup Global Markets Inc. ("Citigroup"), Credit Agricole Securities USA Inc. ("Credit Agricole") and Deutsche Bank Securities Inc. ("Deutsche Bank") have been engaged to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and the Consent Solicitations, and Standard Chartered Bank ("Standard") has been engaged to act as Co-Dealer Manager in connection with the Tender Offers and Consent Solicitations.  Questions regarding the Tender Offers and the Consent Solicitations may be directed to the Offeror, Bradesco BBI, Citigroup, Credit Agricole or Deutsche Bank at their telephone numbers set forth on the back cover of each of the Offer Documents.

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offers and the Consent Solicitations are being made solely by the Offeror pursuant to the Offer Documents.  The Tender Offers and the Consent Solicitations are not being made to, nor will the Offeror accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offers and the Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Braskem S.A.


Danilo Dias Garcez

Marcelo Rossini

Finance Director

Structured Finance

Phone: (+55 11) 3576 9952

Phone: (+55 11) 3576 9995

[email protected]

[email protected]



Marina Dalben


Structured Finance


Phone: (+55 11) 3576 9716


[email protected]


NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Braskem Finance and the Offeror that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although Braskem Finance believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to Braskem Finance's management, Braskem Finance cannot guarantee future results or events. Braskem Finance expressly disclaims a duty to update any of the forward-looking statements.

SOURCE Braskem Finance Limited

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