Breaking News

Tweet TWEET

Braskem Finance Limited Announces Early Tender Date Results Of HSBC Securities (USA) Inc.'s Tender Offer For Any And All 8.00%

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 Solicitation For Up To The 2020 Notes Maximum Tender Amount
      Of 7.00% Notes Due 2020, In Each Case, Of Braskem Finance Limited

PR Newswire

SAO PAULO, Jan. 30, 2014

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

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
 
Press spacebar to pause and continue. Press esc to stop.