Braskem Finance Limited Announces Commencement of a Consent Solicitation for Each of Its 7.25% Notes Due 2018, 7.00% Notes Due 2020, 5.75% Notes Due 2021 and 7.375% Perpetual Bonds
SAO PAULO, April 5, 2012 /PRNewswire/ --Braskem Finance Limited ("Braskem Finance"), a financing subsidiary of Braskem S.A. ("Braskem"), announced today that it is soliciting consents (with respect to each series of Securities (as defined below), the "Consents") from the holders of its 7.25% Notes due 2018 (the "2018 Notes"), of which U.S.$500.0 million in aggregate principal amount is outstanding, 7.00% Notes due 2020 (the "2020 Notes"), of which U.S.$750.0 million in aggregate principal amount is outstanding, 5.75% Notes due 2021 (the "2021 Notes"), of which U.S.$1,000.0 million in aggregate principal amount is outstanding, and 7.375% Perpetual Bonds (the "Perpetual Bonds" and, together with the 2018 Notes, the 2020 Notes and the 2021 Notes, the "Securities"), of which U.S.$700.0 million in aggregate principal amount is outstanding, to certain proposed amendments (with respect to each series of Securities, the "Proposed Amendments") to the indentures governing each series of Securities (with respect to each series of Securities, an "Indenture" and, collectively, the "Indentures") (with respect to each series of Securities, a "Consent Solicitation" and, collectively, the "Consent Solicitations").
Each of the Proposed Amendments will amend the limitations on liens covenant and related definitions in order to provide Braskem with more operating flexibility to engage in strategic projects and the financing of such projects, subject to certain conditions, including indebtedness of such projects having limited recourse to Braskem and its other subsidiaries. The Proposed Amendments will also exclude such projects from certain events of default provisions contained in the applicable Indenture and exclude non-"significant subsidiaries" (as such term is defined in the applicable Indenture) from the restrictions contained in the limitations on liens covenant. The provisions in the Proposed Amendments conform to the corresponding provisions set forth in the indenture, dated on July 22, 2011, pursuant to which Braskem (through its subsidiary, Braskem America Finance Company) issued U.S.$500.0 million in aggregate principal amount of its 7.125% Notes due 2041.
Holders of Securities are referred to the consent solicitation statement, dated April 5, 2012, and the related consent letter (together, the "Consent Documents") for the detailed terms and conditions of each of the Consent Solicitations. Each Consent Solicitation was commenced today and will expire at 5:00 p.m. (New York City time) on April 16, 2012, unless extended by Braskem Finance (each such date and time, as the same may be extended by Braskem Finance, is referred to as the "Expiration Time"). Each Consent Solicitation is made solely by means of the Consent Documents. These materials contain important information that holders of Securities should carefully read before any decision is made with respect to the applicable Consent Solicitation.
Only holders of the applicable Securities as of 5:00 p.m. (New York City time) on April 4, 2012 (such date and time, including as such date and time may be changed by Braskem Finance from time to time, the "Record Date") are entitled to consent to the applicable Proposed Amendments. In order to implement the applicable Proposed Amendments, Braskem Finance and the applicable trustee will enter into a supplemental indenture to the applicable Indenture (with respect to each series of Securities, a "Supplemental Indenture" and, collectively, the "Supplemental Indentures"). For each series of Securities, if the applicable Supplemental Indenture is executed and the other terms and conditions set forth in the Consent Documents are satisfied or waived, then holders of such Securities as of the Record Date will receive a cash payment equal to U.S.$1.00 per U.S.$1,000 principal amount of such Securities in respect of which consent letters and Consents to the applicable Proposed Amendments have been validly delivered and not validly revoked by such holder (with respect to each series of Securities, the "Consent Fee"). Holders will be permitted to revoke applicable Consents at any time prior to the execution and delivery of the related Supplemental Indenture.
In order to execute and deliver the applicable Supplemental Indenture as contemplated by the related Proposed Amendments, Braskem Finance must receive Consents from the applicable holders as of the Record Date representing at least a majority of the aggregate principal amount of the applicable Securities (not including any such Securities that are owned by Braskem or any of its affiliates).
Braskem Finance reserves the right, in its sole discretion, to modify the Consent Documents and the terms and conditions of any of the Consent Solicitations or to terminate any of the Consent Solicitations at any time.
The Information Agent for each Consent Solicitation is:
D.F. King & Co., Inc.
Banks and Brokers call: +1 (212) 269-5550 (collect)
All others call toll-free: +1 (800) 758-5378
Any questions or requests for assistance or for copies of the Consent Documents or related documents may be directed to the Information Agent at its telephone number set forth above. A holder as of the Record Date also may contact any of the Solicitation Agents at the following telephone numbers: Citigroup at +1 (212) 723-6108 (collect) or +1 (800) 558-3745 (toll-free); Deutsche Bank Securities Inc. at +1 (212) 250-2955 (collect) or +1 (866) 627-0391 (toll-free); and BB Securities Ltd. at + (44) 207 367 5832 (collect); or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE SECURITIES SHOULD CONSENT TO ANY PROPOSED AMENDMENTS.
SOURCE Braskem S.A.