Braskem Finance Limited Announces That HSBC Securities (USA) Inc. Intends To Launch A Tender Offer For 8.00% Notes Due 2017 And A Tender Offer And Consent Solicitation For 7.25% Notes Due 2018 And 7.00% Notes Due 2020, In Each Case, Of Braskem Finance Limited.

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") intends to launch (i) an offer to purchase for cash (the "2017 Notes Tender Offer") Braskem Finance's outstanding 8.00% Notes due 2017 (the "2017 Notes"), (ii) an offer to purchase for cash (the "2018 Notes Tender Offer") 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"). The Offeror intends to launch the Tender Offers following the announcement of terms of an anticipated financing transaction by Braskem Finance. The Offeror intends to establish the tender amount for each series of Notes following such announcement.

In connection with the 2018 Notes Tender Offer, the Offeror also intends to solicit (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).

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 applicable.

In connection with the 2020 Notes Tender Offer, the Offeror also intends to solicit (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).

The 2020 Notes Consent Solicitation may be terminated if the 2020 Requisite Consents are not obtained, and in such 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 following table sets forth the anticipated consideration for each series of Notes:

Braskem Finance has consented to the Offeror making the Tender Offers and the Consent Solicitations. Braskem Finance will not be 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 the anticipated 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 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") are expected to be engaged to act as Dealer Managers and Solicitation Agents in connection with the Tender Offers and the Consent Solicitations, and Standard Chartered Bank is expected to be 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 at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect), Bradesco BBI at (212) 888-9145 (collect), Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free), Credit Agricole at (866) 807-6030 (toll free) or Deutsche Bank at (866) 627-0391 (toll free) or (212) 250-2955 (collect).

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 will be made solely by the Offeror pursuant to an offer to purchase and consent solicitation statement and related letter of transmittal and consent.

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