Braskem Finance Limited Announces That HSBC Securities (USA) Inc. Has Launched A Tender Offer For Any And All Of Its 8.00% Notes

Braskem Finance Limited Announces That HSBC Securities (USA) Inc. Has Launched
A Tender Offer For Any And All Of Its 8.00% Notes Due 2017; A Tender Offer And
Consent Solicitation For Any And All Of Its 7.25% Notes Due 2018; And A Tender
Offer And Consent Solicitation For Up To The 2020 Notes Maximum Tender Amount
    Of Its 7.00% Notes Due 2020, In Each Case, Of Braskem Finance Limited.

PR Newswire

SAO PAULO, Jan. 16, 2014

SAO PAULO, Jan. 16, 2014 /PRNewswire/ --Braskem Finance Limited ("Braskem
Finance"), a financing subsidiary of Braskem S.A. ("Braskem"), today announced
that HSBC Securities (USA) Inc. (the "Offeror") has launched (i) an 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) an offer
to purchase for cash (the "2018 Notes Tender Offer") 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") 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
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 below) 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 applicable early settlement date pursuant to the
2017 Notes Tender Offer and the 2018 Notes Tender Offer, respectively (the
"2020 Notes Maximum Tender Amount").

In connection with the 2018 Notes Tender Offer, the Offeror is also soliciting
(the "2018 Notes Consent Solicitation") the consents of the holders of the
2018 Notes to the adoption of certain amendments (the "2018 Proposed
Amendments") to the indenture governing the 2018 Notes to 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 require the consents (the "2018 Requisite Consents") of holders of
at least a majority in aggregate principal amount of the outstanding 2018
Notes (excluding any 2018 Notes held by the Braskem Finance or its
affiliates). Holders who tender their 2018 Notes pursuant to the 2018 Notes
Tender Offer will also be providing consents with respect to such 2018 Notes
to the 2018 Proposed Amendments.

The 2018 Notes Consent Solicitation may be terminated if the 2018 Requisite
Consents are not obtained, and in such case, the 2018 Proposed Amendments to
the indenture governing the 2018 Notes will not become effective; however, the
Offeror reserves the right in its sole discretion to accept and purchase 2018
Notes tendered pursuant to the concurrent 2018 Notes Tender Offer for an
amount in cash equal to the 2018 Notes Total Consideration or the 2018 Notes
Tender Offer Consideration (as defined below), as applicable.

In connection with the 2020 Notes Tender Offer, the Offeror is also soliciting
(the "2020 Notes Consent Solicitation" and together with the 2018 Notes
Consent Solicitation, the "Consent Solicitations") the consents of the holders
of the 2020 Notes to the adoption of certain amendments (the "2020 Proposed
Amendments" and together with the 2018 Proposed Amendments, the "Proposed
Amendments") to the indenture governing the 2020 Notes to eliminate
substantially all of the restrictive covenants, as well as various events of
default and related provisions contained in such indenture. The 2020 Proposed
Amendments require the consents (the "2020 Requisite Consents") of holders of
at least a majority in aggregate principal amount of the outstanding 2020
Notes (excluding any 2020 Notes held by the Braskem Finance or its
affiliates). Holders who tender their 2020 Notes pursuant to the 2020 Notes
Tender Offer will also be providing consents with respect to such 2020 Notes
to the 2020 Proposed Amendments.

The 2020 Notes Consent Solicitation (i) may be terminated if the 2020
Requisite Consents are not obtained and (ii) will be terminated if the 2020
Notes are subject to proration, and in each case, the 2020 Proposed Amendments
to the indenture governing the 2020 Notes will not become effective; however,
the Offeror reserves the right in its sole discretion to accept and purchase
2020 Notes tendered pursuant to the concurrent 2020 Notes Tender Offer for an
amount in cash equal to the 2020 Notes Total Consideration or the 2020 Notes
Tender Offer Consideration, as applicable. The Offeror, in its sole
discretion, may increase the 2020 Notes Maximum Tender Amount; provided,
however, there can be no assurance that the Offeror will increase the 2020
Notes Maximum Tender Amount.

The following table sets forth the consideration for each series of Notes:

               Aggregate                           Acceptance
                Principal        Maximum Acceptance Priority   Total
Title of        Amount           Limit              Level      Consideration^2
Security        Outstanding^1
8.00% Notes due
2017

(CUSIP No.
105532 AD7 /

ISIN            U.S.$130,220,000 Any and All        1          U.S.$1,156.25
US105532AD74)

(CUSIP No.
P18533 AK8 /

ISIN
USP18533AK80)
7.25% Notes due
2018

(CUSIP No.
10553Y AA3 /

ISIN            U.S.$500,000,000 Any and All        1          U.S.$1,155.00
US10553YAA38)

(CUSIP No.
G1315R AA9 /

ISIN
USG1315RAA98)
7.00% Notes due
2020

(CUSIP No.
10553Y AB1 /

ISIN            U.S.$750,000,000 2020 Notes Maximum 2          U.S.$1,105.00
US10553YAB11)                    Tender Amount

(CUSIP No.
G1315R AB7 /

ISIN
USG1315RAB71)

(1) Amount includes U.S.$4,328,000 of 2017 Notes, U.S.$75,103,000 of 2018
Notes and U.S.$2,500,000 of 2020 Notes, in each case, held by Braskem or its
affiliates.

(2) The amount to be paid for each U.S.$1,000 principal amount of applicable
series of Notes validly tendered and accepted for purchase plus accrued and
unpaid interest up to, but not including, the applicable settlement date
("Accrued Interest"). In each case, the Total Consideration includes an early
tender payment of U.S.$50.00.

The 2017 Notes Tender Offer will expire at 12:00 Midnight, New York City time,
on February 13, 2014, unless extended by the Offeror (such time and date, as
the same may be extended, the "2017 Notes Expiration Date"). Holders of 2017
Notes ("2017 Notes Holders") who validly tender their 2017 Notes at or prior
to 5:00 p.m., New York City time, on January 30, 2014, unless extended by the
Offeror (such time and date, as the same may be extended, the "2017 Notes
Early Tender Date"), will be eligible to receive the 2017 Notes Total
Consideration, which includes the 2017 Notes Early Tender Payment (as defined
below), plus Accrued Interest. The 2018 Notes Tender Offer and related 2018
Notes Consent Solicitation will expire at 12:00 Midnight, New York City time,
on February 13, 2014, unless extended by the Offeror (such time and date, as
the same may be extended, the "2018 Notes Expiration Date"). Holders of 2018
Notes ("2018 Notes Holders") who validly tender their 2018 Notes and deliver
their related consents to the 2018 Proposed Amendments at or prior to 5:00
p.m., New York City time, on January 30, 2014, unless extended by the Offeror
(such time and date, as the same may be extended, the "2018 Notes Early Tender
Date"), will be eligible to receive the 2018 Notes Total Consideration, which
includes the 2018 Notes Early Tender Payment (as defined below), plus Accrued
Interest. The 2020 Notes Tender Offer and related 2020 Notes Consent
Solicitation will expire at 12:00 Midnight, New York City time, on February
13, 2014, unless extended by the Offeror (such time and date, as the same may
be extended, the "2020 Notes Expiration Date"). Holders of 2020 Notes ("2020
Notes Holders") who validly tender their 2020 Notes and deliver their related
consents to the 2020 Proposed Amendments at or prior to 5:00 p.m., New York
City time, on January 30, 2014, unless extended by the Offeror (such time and
date, as the same may be extended, the "2020 Notes Early Tender Date"), will
be eligible to receive the 2020 Notes Total Consideration, which includes the
2020 Notes Early Tender Payment (as defined below), plus Accrued Interest.

2017 Notes that have been validly tendered cannot be withdrawn, except as may
be required by applicable law. 2018 Notes Holders will be permitted to
withdraw validly tendered 2018 Notes and revoke related consents at any time
prior to the execution and delivery of a supplemental indenture containing the
2018 Proposed Amendments (at which time such supplemental indenture will be
effective but not operative), which execution and delivery may occur prior to
the 2018 Notes Early Tender Date. 2020 Notes Holders will be permitted to
withdraw validly tendered 2020 Notes and revoke related consents at any time
prior to the execution and delivery of a supplemental indenture containing the
2020 Proposed Amendments (at which time such supplemental indenture will be
effective but not operative), which execution and delivery may occur prior to
the 2020 Notes Early Tender Date. 2018 Notes Holders and 2020 Notes Holders
will not be permitted to withdraw validly tendered 2018 Notes and 2020 Notes
and revoke related consents after the execution and delivery of the applicable
supplemental indenture, except, in each case, as may be required by applicable
law.

The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of
2017 Notes validly tendered at or prior to the 2017 Notes Early Tender Date
and accepted for purchase pursuant to the 2017 Notes Tender Offer will be
U.S.$1,156.25. The 2017 Notes Total Consideration includes an early tender
payment equal to U.S.$50.00 for each U.S.$1,000 principal amount of 2017 Notes
validly tendered at or prior to the 2017 Notes Early Tender Date and accepted
for purchase pursuant to the 2017 Notes Tender Offer (the "2017 Notes Early
Tender Payment"). 2017 Notes Holders who tender 2017 Notes after the 2017
Notes Early Tender Date but at or prior to the 2017 Notes Expiration Date and
whose 2017 Notes are accepted for purchase will not be entitled to receive the
2017 Notes Early Tender Payment and will therefore be entitled to receive, for
each U.S.$1,000 principal amount of 2017 Notes tendered, U.S.$1,106.25.

The "2018 Notes Total Consideration" for each U.S.$1,000 principal amount of
2018 Notes validly tendered at or prior to the 2018 Notes Early Tender Date
and accepted for purchase pursuant to the 2018 Notes Tender Offer will be
U.S.$1,155.00. The 2018 Notes Total Consideration includes an early tender
payment equal to U.S.$50.00 for each U.S.$1,000 principal amount of 2018 Notes
validly tendered at or prior to the 2018 Notes Early Tender Date and accepted
for purchase pursuant to the 2018 Notes Tender Offer (the "2018 Notes Early
Tender Payment"). 2018 Notes Holders who tender 2018 Notes after the 2018
Notes Early Tender Date but at or prior to the 2018 Notes Expiration Date and
whose 2018 Notes are accepted for purchase will not be entitled to receive the
2018 Notes Early Tender Payment and will therefore be entitled to receive, for
each U.S.$1,000 principal amount of 2018 Notes tendered, U.S.$1,105.00 (the
"2018 Notes Tender Offer Consideration"). 2018 Notes Holders who tender their
2018 Notes must consent to the 2018 Proposed Amendments and 2018 Notes Holders
cannot deliver consents to the 2018 Proposed Amendments without tendering the
related 2018 Notes.

The "2020 Notes Total Consideration" for each U.S.$1,000 principal amount of
2020 Notes validly tendered at or prior to the 2020 Notes Early Tender Date
and accepted for purchase pursuant to the 2020 Notes Tender Offer will be
U.S.$1,105.00. The 2020 Notes Total Consideration includes an early tender
payment equal to U.S.$50.00 for each U.S.$1,000 principal amount of 2020 Notes
validly tendered at or prior to the 2020 Notes Early Tender Date and accepted
for purchase pursuant to the 2020 Notes Tender Offer (the "2020 Notes Early
Tender Payment"). 2020 Notes Holders who tender 2020 Notes after the 2020
Notes Early Tender Date but at or prior to the 2020 Notes Expiration Date and
whose 2020 Notes are accepted for purchase will not be entitled to receive the
2020 Notes Early Tender Payment and will therefore be entitled to receive, for
each U.S.$1,000 principal amount of 2020 Notes tendered, U.S.$1,055.00 (the
"2020 Notes Tender Offer Consideration"). 2020 Notes Holders who tender their
2020 Notes must consent to the 2020 Proposed Amendments and 2020 Notes Holders
cannot deliver consents to the 2020 Proposed Amendments without tendering the
related 2020 Notes.

Subject to the 2020 Notes Maximum Tender Amount and the other terms and
conditions described in the Offer Documents (as defined below), the Offeror
intends to accept for purchase all 2020 Notes validly tendered at or prior to
the 2020 Notes Early Tender Date, and will only prorate such 2020 Notes if the
aggregate principal amount of 2020 Notes validly tendered at or prior to the
2020 Notes Early Tender Date exceeds the 2020 Notes Maximum Tender Amount. If
the 2020 Notes Tender Offer is not fully subscribed to the 2020 Notes Maximum
Tender Amount as of the 2020 Notes Early Tender Date, (i) 2020 Notes Holders
who validly tender 2020 Notes after the 2020 Notes Early Tender Date may still
be subject to proration and (ii) and 2020 Notes Holders who validly tendered
2020 Notes at or prior to the 2020 Notes Early Tender Date and whose 2020
Notes were accepted for purchase on the early settlement date of the 2020
Notes Tender Offer will not be subject to such proration. Furthermore, if the
2020 Notes Tender Offer is fully subscribed to the 2020 Notes Maximum Tender
Amount as of the 2020 Notes Early Tender Date, 2020 Notes Holders who validly
tender 2020 Notes after the 2020 Notes Early Tender Date will not have any of
their 2020 Notes accepted for purchase, provided that such 2020 Notes may be
accepted for purchase if the Offeror increases the 2020 Notes Maximum Tender
Amount, which the Offeror is entitled to do in its sole discretion. There can
be no assurance that the Offeror will increase the 2020 Notes Maximum Tender
Amount.

Braskem Finance has consented to the Offeror making the Tender Offers and the
Consent Solicitations. Braskem Finance is not making the Tender Offers or the
Consent Solicitations. It is intended that the Notes purchased by the Offeror
pursuant to the Tender Offers will be sold by the Offeror to Braskem Finance,
to be paid for with the net proceeds from Braskem Finance's recently announced
financing transaction (the "Financing Transaction"). In connection with such
sale, the Offeror will deliver consents to the Proposed Amendments with
respect to the aggregate principal amount of 2018 Notes and 2020 Notes so
transferred to Braskem Finance. The intended purpose of these transactions is
for Braskem to lengthen and smooth its debt maturity profile.

The obligation of the Offeror to purchase Notes in the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions described in
the Offer Documents, including the financing agreement in connection with the
Financing Transaction has not been terminated prior to the applicable
settlement date. None of the Tender Offers are conditioned upon the tender of
any minimum principal amount of any series of Notes. However, the 2020 Notes
Tender Offer is limited to the 2020 Notes Maximum Tender Amount. The Offeror
has the right, in its sole discretion, to amend or terminate any of the Tender
Offers and the Consent Solicitations at any time.

The terms and conditions of the Tender Offers and the Consent Solicitations,
as well as the Proposed Amendments, 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").
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 Braskem@dfking.com.

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
danilo.garcez@braskem.com.br marcelo.rossini@braskem.com.br
Marina Dalben
Structured Finance
Phone: (+55 11) 3576 9716
marina.dalben@braskem.com.br

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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