SAO PAULO, Oct. 30, 2019 /PRNewswire/ — Braskem Finance Limited (“Braskem Finance Cayman“) today announces the expiration and final results of its previously announced offers to purchase for cash any and all of the outstanding 5.75% Notes due 2021 (the “2021 Notes“) issued by Braskem Finance Cayman (the “2021 Notes Offer“) and 5.375% Notes due 2022 (the “2022 Notes” and, together with the 2021 Notes, the “Braskem Cayman Notes“) issued by Braskem Finance Cayman (the “2022 Notes Offer” and, together with the 2021 Notes Offer, the “Braskem Cayman Offers“). Braskem Netherlands Finance B.V. (“Braskem Finance Netherlands” and, together with Braskem Finance Cayman, the “Offerors” and each, an “Offeror“) today announces the expiration and final results of its previously announced offer to purchase for cash any and all of the outstanding 3.500% Notes due 2023 (the “2023 Notes” and, together with the Braskem Cayman Notes, the “Notes“) issued by Braskem Finance Netherlands (the “2023 Notes Offer” and, together with the Braskem Cayman Offers, the “Offers“).

The Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated October 22, 2019 (the “Offer to Purchase“). This press release is qualified in its entirety by the Offer to Purchase.

As of 8:30 a.m. (New York City time) on October 29, 2019 (the “Expiration Date“), according to information received from D.F. King & Co., Inc., the information and tender agent for the Offers, (i) US$555,659,000, or approximately 55.57% of the principal amount outstanding, of the 2021 Notes was validly tendered, and not validly withdrawn, (ii) US$210,535,000, or approximately 42.11% of the principal amount outstanding, of the 2022 Notes was validly tendered, and not validly withdrawn and (iii)US$293,105,000, or approximately 58.62% of the principal amount outstanding, of the 2023 Notes was validly tendered, and not validly withdrawn. The following table sets forth (i) the principal amount of the Braskem Cayman Notes validly tendered and the principal amount Braskem Finance Cayman has accepted for purchase and (ii) the principal amount of the 2023 Notes validly tendered and the principal amount Braskem Finance Netherlands has accepted for purchase, in each case on the settlement date for the Offers, which is expected to be November 4, 2019 (the “Settlement Date“).

The deadline for holders of Notes to tender their Notes in the Offers was the Expiration Date. Accordingly, Notes that have been validly tendered and not validly withdrawn may not be withdrawn or such tenders revoked, except as required by applicable law.

Holders of 2021 Notes who (i) validly tendered and did not validly withdraw their 2021 Notes on or prior to the Expiration Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures on or prior to the Expiration Date and tender their 2021 Notes on or prior to the Guaranteed Delivery Date will be eligible to receive the total consideration of US$1,053.25 per US$1,000principal amount of 2021 Notes tendered (the “2021 Notes Consideration“).

Holders of 2022 Notes who (i) validly tendered and did not validly withdraw their 2022 Notes on or prior to the Expiration Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures on or prior to the Expiration Date and tender their 2022 Notes on or prior to the Guaranteed Delivery Date will be eligible to receive the total consideration of US$1,061.25 per US$1,000 principal amount of 2022 Notes tendered (the “2022 Notes Consideration“).

Holders of 2023 Notes who (i) validly tendered and did not validly withdraw their 2023 Notes on or prior to the Expiration Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures on or prior to the Expiration Date and tender their 2023 Notes on or prior to the Guaranteed Delivery Date will be eligible to receive the total consideration of US$1,017.50 per US$1,000 principal amount of 2023 Notes tendered (the “2023 Notes Consideration” and, together with the 2021 Notes Consideration and the 2022 Notes Consideration, the “Consideration“).

In addition to the applicable Consideration, holders whose Notes were validly tendered and accepted for purchase in the Offers will also receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Settlement Date.

Braskem Finance Cayman’s obligation to accept for purchase, and pay for, Braskem Cayman Notes that are validly tendered and not validly withdrawn pursuant to each Braskem Cayman Offer is conditioned upon the satisfaction or waiver by Braskem Finance Cayman of a number of conditions described in the Offer to Purchase, including, in the case of the 2021 Notes, the 2021 Notes Financing Condition (as defined in the Offer to Purchase), which has been satisfied, and, in the case of the 2022 Notes, the 2022 Notes Financing Condition (as defined in the Offer to Purchase), which has been satisfied. Braskem Finance Cayman has the right, in its sole discretion, to amend or terminate one or both of the Braskem Cayman Offers at any time, subject to applicable law.

Braskem Finance Netherlands’s obligation to accept for purchase, and pay for, 2023 Notes that are validly tendered and not validly withdrawn pursuant to the 2023 Notes Offer is conditioned upon the satisfaction or waiver by Braskem Finance Netherlands of a number of conditions described in the Offer to Purchase, including the 2023 Notes Financing Condition (as defined in the Offer to Purchase), which has been satisfied. Braskem Finance Netherlands has the right, in its sole discretion, to amend or terminate the 2023 Notes Offer at any time, subject to applicable law.

The Offerors retained Citigroup Global Markets Inc., Itau BBA USASecurities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offers. Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1 (800) 591-6309 (US toll free) or in writing at [email protected]. Documents relating to the Offers, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.dfking.com/braskem. Questions about the Offers may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect); Itau BBA USA Securities, Inc. by telephone at + 1 (212) 710-6749 (collect); Morgan Stanley & Co. LLC by telephone at + (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); and Santander Investment Securities Inc. by telephone at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the Offer to Purchase. The Offers are not being made to, nor will the Offerors accept tenders of Notes from, holders in any jurisdiction in which the Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. In any jurisdiction where the laws require the Offers to be made by a licensed broker or dealer, the Offers will be made by the dealer managers on behalf of the Offerors.

None of the Offerors, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers. None of the Offerors, the information and tender agent, the dealer managers or the trustee with respect to the Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Offers other than the information and representations contained in the Offer to Purchase.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Offers, passed upon the merits or fairness of the Offers or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About Braskem Finance Cayman, Braskem Finance Netherlands and Braskem

Braskem Finance Cayman is a wholly-owned subsidiary of Braskem S.A. (“Braskem“), a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil. Braskem Finance Cayman was established primarily to act as a finance subsidiary of Braskem. Braskem Finance Netherlands is wholly-owned indirect subsidiary of Braskem. Braskem Finance Netherlands was established primarily to act as a finance subsidiary of Braskem.

Forward-Looking Statements

Statements in this press release may be “forward-looking statements” 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, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that Braskem expects or anticipates will or may occur in the future are forward-looking statements based on management’s estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe, “estimate” and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management’s expectations due to a variety of factors, including those described the section titled “Risk Factors” in Braskem’s Annual Report on Form 20-F for the year ended December 31, 2018. All forward-looking statements attributable to Braskem or the Offerors are expressly qualified in their entirety by such risk factors. The forward-looking statements that the Offerors make in this press release are based on management’s current views and assumptions regarding future events and speak only as of their dates. Braskem and the Offerors assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that Braskem or the Offerors make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase, which contains important information. None of the Offerors, Braskem, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offers.

SOURCE Braskem Finance Limited