SAO PAULO, April 15, 2011 /PRNewswire/ -- Braskem Finance Limited ("Braskem Finance") announced today that it is extending the expiration dates with respect to its previously announced offers to purchase for cash and solicitations of consents (each, an "Offer") with respect to any and all of the outstanding 11.75% Notes due 2014 (the "2014 Notes"), 9.375% Notes due 2015 (the "2015 Notes") and 8.00% Notes due 2017 (the "2017 Notes" and, together with the 2014 Notes and the 2015 Notes, the "Notes"). Braskem Finance is extending the expiration date for each Offer to 5:00 p.m. (New York City time) on Wednesday, April 20, 2011, unless further extended (the "Extended Expiration Date"). Holders of Notes who validly tender their Notes prior to the Extended Expiration Date will be eligible to receive the applicable Purchase Price (which includes the Consent Payment), plus any Accrued Interest (as each term is defined in the Offer to Purchase (as defined below)).
Braskem Finance and Braskem S.A. ("Braskem"), the parent company of Braskem Finance, are co-issuers of the 2014 Notes and the 2017 Notes, and Braskem is the issuer of the 2015 Notes. In connection with each tender offer, Braskem Finance is also soliciting the consents of the holders of the corresponding series of Notes to the adoption of certain amendments (the "Proposed Amendments") to the corresponding indenture or issuing and paying agency agreement governing the applicable Notes (collectively, the "Governing Debt Instruments") to eliminate substantially all of the restrictive covenants, as well as specified events of default and related provisions contained in each of the Governing Debt Instruments. With respect to each Governing Debt Instrument, the Proposed Amendments require the consent (the "Requisite Consents") of holders of a majority in aggregate principal amount of the applicable Notes outstanding (excluding any Notes held by Braskem Finance or its affiliates). Holders who tender their Notes pursuant to a tender offer are deemed to have consented to the Proposed Amendments pursuant to the related consent solicitation.
As of 11:00 a.m. (New York City time) on April 15, 2011 (the original expiration date of each Offer), holders of (i) US$163,093,000 in aggregate principal amount of the 2014 Notes, or approximately 65.2% of the outstanding 2014 Notes, (ii) US$82,265,000 in aggregate principal amount of the 2015 Notes, or approximately 54.8% of the outstanding 2015 Notes (which percentage excludes the US$100.0 million of 2015 Notes held by an affiliate of Braskem Finance), and (iii) US$137,849,000 in aggregate principal amount of the 2017 Notes, or approximately 50.1% of the outstanding 2017 Notes, had validly tendered their Notes and delivered their related consents.
Braskem Finance has received the Requisite Consents with respect to each series of Notes, and on the applicable settlement date intends to execute an amendment or supplemental indenture, as applicable, to the respective Governing Debt Instrument. Any Notes not tendered and purchased in the applicable Offer will remain outstanding and will be governed by the terms of the applicable Governing Debt Instrument, as amended by the applicable amendment or supplemental indenture.
Tendered Notes may not be withdrawn and the related consents may not be revoked, except as may be required by applicable law. All Notes previously tendered and related consents previously delivered will remain so tendered and delivered, and no other action with respect to these Notes is required. Holders of Notes who have not previously tendered their Notes and delivered their related consents may use the previously distributed Offer Documents (described below) for such purposes.
The terms and conditions of each Offer, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated April 6, 2011 (the "Offer to Purchase"), and the related Letter of Transmittal and Consent (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The terms and conditions of the tenders offers and consent solicitations remain unchanged as a result of this extension, except as provided in this press release. Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the depositary and information agent for each Offer at (800) 628-8536 (toll free) or (212) 269-5550, and from The Bank of New York Mellon (Luxembourg) S.A., the Luxembourg Tender Agent, at (+352) 24 52 5320.
Braskem Finance has retained Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Santander Investment Securities Inc. to act as Dealer Managers and Solicitation Agents in connection with each Offer. Questions regarding each Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6108 (collect), Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955, or Santander Investment Securities Inc. at (212) 407-0995 (collect).
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. Each Offer is being made solely pursuant to the Offer Documents. Each Offer is not being made to, nor will Braskem Finance accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which each Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Braskem Finance reserves the right, in its sole discretion and subject to applicable law, not to accept any tenders of Notes or deliveries of any consents for any reason.
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 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