Braskem Netherlands Finance B.V. announces cash tender offer for any and all of its outstanding Subordinated Resettable Fixed Rate Notes due 2081

SÃO PAULO, Oct. 7, 2024 /PRNewswire/ -- Braskem Netherlands Finance B.V. ("Braskem Netherlands Finance" or the "Offeror") today announces the commencement of an offer to purchase for cash any and all of the outstanding Subordinated Resettable Fixed Rate Notes due 2081 (the "Notes") issued by Braskem Netherlands Finance (the "Offer").

The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated October 7, 2024 (the "Offer to Purchase").

The following table sets forth certain information relating to the Offer.

The Offer will expire at 5:00 p.m. (New York City time) on November 5, 2024, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Expiration Date").

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on October 21, 2024, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Early Tender Date"), in the manner described in the Offer to Purchase, will be eligible to receive the Total Consideration, which includes the Early Tender Payment plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date in the manner described in the Offer to Purchase, will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration plus Accrued Interest.

The Total Consideration for each US$1,000.00 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be US$1,016.25 (the "Total Consideration"), which includes an early tender payment equal to US$50.00 (the "Early Tender Payment"). Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each US$1,000.00 principal amount of Notes accepted for purchase, only the consideration of US$966.25 (the "Tender Offer Consideration").

Withdrawal rights with respect to tendered Notes will terminate on the Early Tender Date, unless extended by the Offeror (the "Withdrawal Deadline"). Accordingly, following the Early Tender Date, Notes validly tendered, including Notes tendered prior to the Early Tender Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law.

Holders whose Notes are accepted for payment pursuant to the Offer will be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable, payable on the Early Settlement Date, or the Final Settlement Date, as applicable. The Offeror will not pay Accrued Interest for any periods following the Early Settlement Date or the Final Settlement Date, as applicable, in respect of any Notes accepted in the Offer. Accrued Interest on Notes will cease to accrue on the Early Settlement Date or the Final Settlement Date, as applicable.

When considering any potential allocation of new notes in an offering of debt securities by Braskem Netherlands Finance, Braskem Netherlands Finance intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to the Offeror or the dealer managers their firm intention to tender, Notes in the Offer. The new notes will be issued pursuant to an offering memorandum dated October 7, 2024 (the "Offering Memorandum"). Any investment decision to purchase any new notes should be made solely on the basis of the information contained in the Offering Memorandum, and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. The new notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, any U.S. State Securities Laws or the laws of any jurisdiction and will be offered and sold to qualified institutional buyers pursuant to Rule 144A and in compliance with Regulation S outside the United States (exemptions from the registration requirements of the Securities Act).

Completion of the Offer is conditioned on the satisfaction or waiver of certain conditions, including the financing condition, as described in the Offer to Purchase. Braskem Netherlands Finance has the right, in its sole discretion, to amend or terminate the Offer at any time, subject to applicable law.

The Offeror has retained Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and SMBC Nikko Securities America, Inc. to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. 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) 207-3159 (US toll free) or in writing at [email protected].

Questions about the Offer 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 (888) 770-4828 (toll free) or +1 (212) 710-6749 (collect); Morgan Stanley & Co. LLC by telephone at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); Santander US Capital Markets LLC by telephone at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect), or by e-mail at [email protected]; and SMBC Nikko Securities America, Inc. by telephone at +1 (888) 284-9760 (toll free) or +1 (212) 224-5163 (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 Offer is not being made to, nor will the Offeror accept tenders of Notes from, holders in any jurisdiction in which the Offer 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 Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of the Offeror.

None of the Offeror, 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 Offer. None of the Offeror, 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 Offer 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 Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.

About Braskem Netherlands Finance

Braskem Netherlands Finance, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, is a wholly-owned subsidiary of Braskem Netherlands B.V. Braskem Netherlands Finance was established primarily to act as a finance subsidiary of Braskem S.A.

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 sections titled "Risk Factors" in Braskem's annual report on Form 20-F for the year ended December 31, 2023 and Braskem's report on Form 6-K including certain information regarding Braskem and, without limitation, Braskem's Management's Discussion and Analysis of Financial Condition and Results of Operations for the six-month periods ended June 30, 2024 and 2023, furnished to the SEC on October 7, 2024. All forward-looking statements attributable to Braskem or the Offeror are expressly qualified in their entirety by such risk factors. The forward-looking statements that the Offeror makes in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates. The Offeror assumes no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that the Offeror makes, 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. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, 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 Offer.

SOURCE Braskem Netherlands Finance B.V.

WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM?

440k+
Newsrooms &
Influencers

9k+
Digital Media
Outlets

270k+
Journalists
Opted In

GET STARTED