Braskem Finance Limited Launches Tender Offers and Consent Solicitations for 11.75% Notes Due 2014, 9.375% Notes Due 2015 and 8.00% Notes Due 2017
By Braskem Finance Limited, PRNETuesday, April 5, 2011
SAO PAULO, April 7, 2011 - Braskem Finance Limited ("Braskem Finance"), today announced that it has
commenced offers to purchase for cash (with respect to each series of Notes
(defined below), a "Tender Offer" and, collectively, the "Tender Offers") any
and all 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 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 (with respect to each series of
Notes, a "Consent Solicitation" and, collectively, the "Consent
Solicitations") the consents of the holders of each series of Notes to the
adoption of certain amendments (the "Proposed Amendments") to each of the
indentures or issuing and paying agency agreement governing the 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 will be deemed to have provided their consent to
the Proposed Amendments pursuant to the related Consent Solicitation. Holders
may not deliver consents to the Proposed Amendments without tendering the
related Notes.
Each Tender Offer and related Consent Solicitation will expire at 11:00
a.m. (New York City time), on April 15, 2011, unless extended or earlier
terminated by Braskem Finance (with respect to each Tender Offer and related
Consent Solicitation, the "Expiration Date"). Tendered Notes may not be
withdrawn and the related consents may not be revoked, except as may be
required by applicable law. No Tender Offer for any series of Notes is
conditioned upon the tender of any minimum principal amount of Notes of that
series or any other series. Braskem Finance's obligation to purchase Notes in
any of the Tender Offers is conditioned on the satisfaction or waiver of
certain conditions described in the Offer Documents (as defined below),
including the Financing Condition (as defined in the Offer Documents).
Holders who tender their Notes prior to the Expiration Date will be eligible
to receive, for each U.S.$1,000 principal amount of Notes, the applicable
Purchase Price set forth in the following table, which Purchase Price
includes a consent payment equal to U.S.$20 (the "Consent Payment"), plus
accrued and unpaid interest up to, but not including, the settlement date.
Aggregate Principal Purchase Amount Price(2) Title of Security Outstanding(1) -------- ----------------- -------------- 11.75% Notes due 2014 (CUSIP Nos. 10553HAE2 and 10553JAE8 ISIN Nos. US10553HAE27 and US10553JAE82) U.S.$250,000,000 U.S.$1,242.50 9.375% Notes due 2015 (CUSIP Nos. 105532AB1 and P18533AF9 ISIN Nos. US105532AB19 and USP18533AF95) U.S.$250,000,000 U.S.$1,220.00 8.00% Notes due 2017 (CUSIP Nos. 105532AD7 and P18533AK8 ISIN Nos. US105532AD74 and USP18533AK80) U.S.$275,000,000 U.S.$1,168.75 (1) Amount includes U.S.$100.0 million of 2015 Notes held by a subsidiary of Braskem. (2) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding accrued and unpaid interest, which will be paid in addition to the Purchase Price. The Purchase Price includes the Consent Payment.
If the Requisite Consents are not obtained in connection with a Consent
Solicitation for a particular series of Notes, such Consent Solicitation will
be terminated, and in such case, the Proposed Amendments to the related
Governing Debt Instrument will not become effective; however, Braskem Finance
may in its sole discretion, subject to the terms and conditions of the
relevant Tender Offer and to applicable law, accept and purchase Notes
tendered pursuant to the concurrent Tender Offer for an amount in cash equal
to the Purchase Price.
The terms and conditions of the Tender Offers and Consent Solicitations,
as well as the Proposed Amendments, are described in the Offer to Purchase
and Consent Solicitation Statement, dated April 6, 2011, 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 depositary and information agent for the Tender Offers and
Consent Solicitations at +1-800-628-8536 (toll free) or +1-212-269-5550, and
from the Luxembourg Tender Agent, The Bank of New York Mellon (Luxembourg)
S.A., at +352-24-52-5320.
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. Braskem Finance is making the Tender Offers and
Consent Solicitations only in those jurisdictions where it is legal to do so.
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 the Tender Offers and
Consent Solicitations. Questions regarding the Tender Offers and Consent
Solicitations may be directed to Citigroup Global Markets Inc. at +1-800-
558-3745 (toll free) or +1-212-723-6108 (collect), Deutsche Bank Securities
Inc. at +1-866-627-0391 (toll free) or +1-212-250-2955 or Santander Investment
Securities Inc. at +1-212-407-0995 (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. The Tender Offers and Consent
Solicitations are being made solely pursuant to the Offer Documents. The
Tender Offers and Consent Solicitations are not being made to, nor will
Braskem Finance accept tenders of Notes and deliveries of consents from,
holders in any jurisdiction in which the Tender Offers and Consent
Solicitations or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
SPECIAL NOTE 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 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.
Tom Long, +1-212-493-6920
Tags: April 7, Braskem Finance Limited, Brazil, Sao paulo