Obligation Braskemia 6.45% ( US10553YAF25 ) en USD

Société émettrice Braskemia
Prix sur le marché 100 %  ▲ 
Pays  Bresil
Code ISIN  US10553YAF25 ( en USD )
Coupon 6.45% par an ( paiement semestriel )
Echéance 02/02/2024 - Obligation échue



Prospectus brochure de l'obligation Braskem US10553YAF25 en USD 6.45%, échue


Montant Minimal 200 USD
Montant de l'émission 750 USD
Cusip 10553YAF2
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Notation Moody's Ba1 ( Spéculatif )
Description détaillée Braskem est le plus grand producteur de polymères des Amériques, intégré verticalement de la production de canne à sucre à la fabrication de résines plastiques.

L'Obligation émise par Braskemia ( Bresil ) , en USD, avec le code ISIN US10553YAF25, paye un coupon de 6.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/02/2024

L'Obligation émise par Braskemia ( Bresil ) , en USD, avec le code ISIN US10553YAF25, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Braskemia ( Bresil ) , en USD, avec le code ISIN US10553YAF25, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







Final Prospectus Supplement
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424B2 1 d634641d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE


Aggregate
Amount of
Class of securities offered

offering price

registration fee
Debt securities
US$500,000,000
US$64,400(1)

(1) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-192883
333-192883-03


PROSPECTUS SUPPLEMENT
(To prospectus dated December 16, 2013)

(Incorporated in the Cayman Islands)
6.450% Notes due 2024
Unconditionally Guaranteed by
(Incorporated in the Federative Republic of Brazil)
The notes will bear interest at the rate of 6.450% per year. Interest on the notes is payable on February 3 and August 3 of each year,
beginning on August 3, 2014. The notes will mature on February 3, 2024.
Braskem Finance Limited, or Braskem Finance, or Braskem S.A., or Braskem, may, at its option, redeem the notes, in whole or in part, at
any time, by paying 100% of the principal amount of the notes plus the applicable "make-whole" amount and accrued interest and additional
amounts, if any. The notes may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued interest and additional
amounts, if any, at any time upon the occurrence of specified events relating to Brazilian or Cayman Islands tax law, as set forth in this prospectus
supplement. See "Description of the Notes--Redemption."
If a specified Change of Control event as described herein occurs, unless Braskem Finance or Braskem has exercised its option to redeem the
notes, Braskem wil be required to offer to purchase the notes at the price described in this prospectus supplement.
The notes will be senior unsecured obligations of Braskem Finance, ranking equal in right of payment with all of its other existing and future
senior unsecured debt. The guarantees wil be senior unsecured obligations of Braskem, ranking equal in right of payment with all of its other
existing and future senior unsecured debt.
Investing in the notes involves risks. See "Risk Factors" beginning on page 14 of our annual report on
Form 20-F for the year ended December 31, 2012, which is incorporated by reference in this prospectus
supplement, and "Risk Factors" beginning on page 11 of this prospectus supplement.

Per


Note
Total

Public offering price(1)

100.00%
US$500,000,000.00
Underwriting discount

0.31%
US$ 1,550,000.00
Proceeds before expenses to Braskem

99.69%
US$498,450,000.00

(1) Plus accrued interest from February 3, 2014, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are being offered pursuant to an exemption from prospectus requirements under the Directive 2003/71/EC (as amended) of the
European Union, and this prospectus supplement has not been approved by a competent authority within the meaning of that Directive.
Price: 100% plus accrued interest from February 3, 2014.
The underwriters expect to deliver the notes to purchasers on or about February 3, 2014 in book-entry form only through the facilities of The
Depository Trust Company, or DTC, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme, or Clearstream.


Joint Book-Running Managers

Bradesco BBI



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Citigroup



Credit Agricole CIB




Deutsche Bank Securities




HSBC
Co-manager

Standard Chartered Bank
The date of this prospectus supplement is January 16, 2014.
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TABLE OF CONTENTS
Prospectus Supplement



Page
About this Prospectus Supplement
S-ii
Incorporation by Reference
S-iii
Cautionary Statement Regarding Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-14
Exchange Rates
S-19
Use of Proceeds
S-20
Capitalization
S-21
Recent Developments
S-23
Description of the Notes
S-28
Clearance and Settlement
S-37
Taxation
S-40
Certain Employee Benefit Plan Investor Considerations
S-46
Underwriting
S-47
Expenses
S-54
Enforceability of Civil Liabilities
S-55
Legal Matters
S-57
Experts
S-58
Prospectus



Page
About this Prospectus
1
Forward-Looking Statements
2
Braskem S.A.
3
Braskem Finance Limited
4
Braskem America Finance Company
4
Braskem Austria Finance GmbH
4
Use of Proceeds
5
Legal Ownership of Debt Securities
6
Description of the Debt Securities
8
Description of the Guarantees
27
Experts
28
Validity of Securities
28
Enforceability of Civil Liabilities
29
Where You Can Find More Information
31
Incorporation by Reference
32


You should rely only on the information contained in this prospectus supplement. We have not authorized anyone to
provide you with different information. None of Braskem, Braskem Finance or the underwriters is making an offer of the
notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this
prospectus supplement is accurate as of any date other than the date on the front of this prospectus supplement.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this
offering of notes by Braskem Finance. The second part, the accompanying prospectus, represents more general information about this
offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined and when we refer to the
"accompanying prospectus," we are referring to the base prospectus. If the description of this offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related
free-writing prospectus we prepare or authorize. Braskem and Braskem Finance have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. Neither Braskem nor Braskem Finance
is making an offer to sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information in
this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other
than the date of the relevant document.
Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement to "our company,"
"we," "our," "ours," "us" or similar terms are to Braskem and its consolidated subsidiaries and jointly controlled companies.

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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement and the accompanying prospectus.
This means that we can disclose important information to you by referring you to another document filed by us separately with the
SEC. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying
prospectus, except for any information superseded by information that is included directly in this prospectus supplement or
incorporated by reference subsequent to the date of this prospectus supplement. We incorporate by reference the following
documents:

· our annual report on Form 20-F for the year ended December 31, 2012, filed with the SEC on April 8, 2013, containing

our audited consolidated financial statements as of December 31, 2012 and 2011 and for the three years ended
December 31, 2012, 2011 and 2010, which we refer to herein as the Braskem Annual Report;

· any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of

the offering of the securities offered by this prospectus;

· our current report on Form 6-K furnished to the SEC on November 12, 2013 containing our unaudited condensed

consolidated interim financial information as of September 30, 2013 and for the nine-month periods ended
September 30, 2013 and 2012;

· our current report on Form 6-K furnished to the SEC on December 16, 2013 containing (1) our Management's Discussion

and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2013 and (2) a
statement regarding the computation of our ratio of earnings to fixed charges; and

· any future reports on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports

as being incorporated by reference in this prospectus.
We will provide without charge to each person to whom a copy of this prospectus supplement has been delivered, upon the
written or oral request of any such person to us, a copy of any or all of the documents referred to above which have been or may be
incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed to:
Braskem S.A.
Attn: Investor Relations Department
Rua Lemos Monteiro, 120
Butantã - São Paulo - SP
CEP 05501-050
Telephone: +(55-11) 3576-9000
Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference
herein, will be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to
the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute part of this prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and our reports filed with the SEC that are incorporated by reference in this prospectus contain forward-looking
statements, within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as
amended, or the Exchange Act.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements.
Although we believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to
several risks and uncertainties and are made in light of information currently available to us.
Our forward-looking statements may be influenced by numerous factors, including the following:

· general economic, political and business conditions in our company's markets, both in Brazil and abroad, including

demand and prices for petrochemical products;


· interest rate fluctuations, inflation and exchange rate movements of the real in relation to the U.S. dollar;


· the cyclical nature of the global petrochemical industry;


· competition in the Brazilian and global petrochemical industries;


· prices of naphtha, natural gas, propylene and other raw materials;


· actions taken by our major shareholders;


· the payment of dividends or interest on shareholders' equity;


· our ability to implement our financing strategy and to obtain financing on satisfactory terms;

· the implementation of our principal operating strategies, including our potential participation in acquisition, divestiture or

joint venture transactions or other investment opportunities;

· our progress in integrating the operations of companies or assets that we may acquire in the future, so as to achieve the

anticipated benefits of these acquisitions;

· changes in laws and regulations, including, among others, laws and regulations affecting tax and environmental matters and

import tariffs in other markets in which we operate or to which we export our products;


· future changes in Brazilian policy and related actions undertaken by the Brazilian government;


· decisions rendered in major pending or future tax, labor and other legal proceedings; and

· other factors identified under "Risk Factors" herein and in the reports filed with the SEC that are incorporated by reference

in this prospectus.
Our forward-looking statements are not guarantees of future performance, and our actual results or other developments may
differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to
future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and
projections. Because of these uncertainties, potential investors should not rely on these forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in
light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events
or circumstances or to reflect the occurrence of unanticipated events.

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SUMMARY
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and in the
documents incorporated by reference herein. This summary is not complete and may not contain all the information that may
be important to you in considering an investment in the notes. Before investing in the notes, you should carefully read this
entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein for a more
complete understanding of our business and this offering, including our consolidated financial statements and the related
notes incorporated by reference into this prospectus supplement, and the sections entitled "Risk Factors" included elsewhere
or incorporated by reference in this prospectus supplement.
Braskem
We are the largest producer of thermoplastic resins in the Americas, based on the annual production capacity of our 29
plants in Brazil, five plants in the United States and two plants in Germany as of September 30, 2013. We are the only producer of
ethylene, polyethylene and polypropylene in Brazil. We produce a diversified portfolio of petrochemical and thermoplastic
products and have a strategic focus on thermoplastic resins, including polyethylene, polypropylene and polyvinyl chloride, or
PVC. We are also the sixth largest global producer by thermoplastic resin capacity and the largest producer of biopolymers
worldwide. We recorded net sales revenue of R$29,523.6 million and a net profit of R$492.4 million during the nine-month
period ended September 30, 2013, and net sales revenue of R$35,513.4 million and a net loss of R$738.3 million during the year
ended December 31, 2012.
Our business operations are organized into four production business units, which correspond to our principal production
processes, products and services. Our business units are as follows:

· Basic Petrochemicals, which accounted for net sales revenue of R$18,882.3 million, or 49.5% of the net sales revenue

of all segments, including net sales to our other business units, and had an operating margin of 7.4% during the
nine-month period ended September 30, 2013;

· Polyolefins, which accounted for net sales revenue of R$12,435.8 million, or 32.6% of the net sales revenue of all

segments, including net sales to our other business units, and had an operating margin of 8.9% during the nine-month
period ended September 30, 2013;

· USA and Europe Unit, which accounted for net sales revenue of R$4,902.6 million, or 12.9% of the net sales revenue

of all segments, including net sales to our other business units, and had an operating margin of 1.0% during the
nine-month period ended September 30, 2013; and

· Vinyls, which accounted for net sales revenue of R$1,903.4 million, or 5.0% of the net sales revenue of all segments,

including net sales to our other business units, and had an operating margin of 2.1% during the nine-month period ended
September 30, 2013.
Basic Petrochemicals Unit
Our Basic Petrochemicals Unit owns and operates the basic petrochemicals production facilities located in each of the
petrochemical complexes in Brazil. Our Basic Petrochemicals Unit had one of the largest annual production capacities of all first
generation producers in Latin America as of September 30, 2013. This unit owns and operates the raw materials centers serving:

· the petrochemical complex located in Camaçari in the State of Bahia, or the Northeastern Complex, which had an

annual ethylene production capacity of 1,280,000 tons as of September 30, 2013;

· the petrochemical complex located in Triunfo in the State of Rio Grande do Sul, or the Southern Complex, which had

an annual ethylene production capacity of 1,452,000 tons, including green ethylene, as of September 30, 2013;


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· the petrochemical complex located in Capuava in the State of São Paulo, which had an annual ethylene production

capacity of 700,000 tons as of September 30, 2013; and

· the petrochemical complex located in Duque de Caxias in the State of Rio de Janeiro, which had an annual ethylene

production capacity of 520,000 tons as of September 30, 2013.
Our raw materials centers produce:


· olefins, such as ethylene, polymer and chemical grade propylene, butadiene, isoprene and butene-1;


· aromatics, such as benzene, toluene, and xylenes (including para-xylene, ortho-xylene and mixed xylene);


· fuels, such as automotive gasoline and liquefied petroleum gas;


· intermediates, such as cumene; and


· other basic petrochemicals, such as ethyl tertiary butyl ether, solvent C9 and pyrolysis C9.
The basic petrochemicals products of our Basic Petrochemicals Unit are used primarily in the manufacture of intermediate
second generation petrochemical products, including those manufactured by our Polyolefins Unit and our Vinyls Unit.
Polyolefins Unit
As of September 30, 2013, our Polyolefins Unit had polyolefins production facilities located in each of the petrochemicals
complexes in Brazil, and had an annual polyethylene production capacity of 3,031,000 tons and an annual polypropylene
production capacity of 1,965,000 tons, the largest annual production capacities of all second generation producers in Latin
America at that date.
Our Polyolefins Unit produces:

· polyethylene, including low density polyethylene, or LDPE, linear low density polyethylene, or LLDPE (including

LLDPE produced using "green" ethylene), high density polyethylene, or HDPE (including HDPE produced using
"green" ethylene), and ultra-high molecular weight polyethylene, or UHMWPE;

·
polypropylene;
and


· ethyl vinyl acetate copolymer.
USA and Europe Unit
As of September 30, 2013, our USA and Europe Unit had an annual polypropylene production capacity of 1,970,000 tons
and had the largest annual polypropylene production capacity in the United States. Our USA and Europe Unit includes the
operations of: (1) Braskem America Inc., or Braskem America, which consists of three polypropylene plants in the United States
that it acquired from Sunoco Inc. (R&M) in April 2010 and two additional polypropylene plants in the United States that it
acquired from Dow Chemical Company, or Dow, in September 2011; and (2) two polypropylene plants in Germany that it
acquired from Dow in September 2011.
Vinyls Unit
We are the leading producer of PVC in Brazil, based on sales volumes during the nine-month period ended September 30,
2013. As of September 30, 2013, our PVC production facilities had an annual PVC production capacity of 710,000 tons and an
annual caustic soda production capacity of 539,000 tons. Our Vinyls Unit owns and operates plants located in the Northeastern
Complex, and in Marechal Deodoro and Maceió in the State of Alagoas.


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Our Vinyls Unit is the only vertically integrated producer of PVC in Brazil. Our PVC production is integrated through our
production of chlorine, ethylene and other raw materials. Our Vinyls Unit also manufactures caustic soda, which is used by
producers of aluminum and paper.
In 2012, we had an approximate 50.1% share of the Brazilian PVC market, based on sales volumes of our Vinyls Unit.
Strategy
Our strategic goal is to be the world leader in the production of chemicals from renewable resources and/or using
production processes that generate fewer emissions, which we refer to as "sustainable chemistry," by 2020.
The key elements of our strategy include:

· Differentiation of Our Business--we seek to establish close, long-term relationships with our customers, in order to

foster customer loyalty during periods of lower demand, by providing technological support and solutions to our
customers, and developing new products and applications and, consequently, new business opportunities for them.

· Acquisition of Traditional and Renewable Feedstocks at Competitive Prices--we have ongoing programs to reduce

operating costs by diversifying our sources of feedstocks and energy and negotiating more competitive terms for these
raw materials in our production processes.

· Expansion in Selected International Markets--we plan to expand the production capacity of our business units

during the next several years through the acquisition of petrochemical producers outside Brazil that currently compete
with us or produce complementary products and by constructing new facilities outside Brazil (greenfield projects) with
access to competitive raw material sources independently or in conjunction with third parties.

· New Business Opportunities--we pursue new business opportunities by developing new and specialized products,

such as "green" polyethylene and polypropylene, specialized production processes for LLDPE and LDPE, and new
applications for UHMWPE.

· Technological Development to Support Our Growth and Vision--we seek to build a strong position in the

technological development of chemicals from renewable resources and/or using production processes that generate
fewer emissions by investing in research, development and technological innovation focused on transformative,
emerging and conventional technologies.
Principal Shareholder
Our controlling shareholder is Odebrecht Serviços e Participações S.A., or OSP, which is wholly-owned, directly or
indirectly, by Odebrecht S.A., or Odebrecht. Odebrecht, directly or through its subsidiary OSP, owns 38.3% of our outstanding
share capital, including 50.1% of our voting share capital.
Odebrecht is a member of a group of companies controlled by the Odebrecht family, which we refer to as the Odebrecht
Group. The Odebrecht Group is one of the five largest Brazilian-owned private sector conglomerates based on net sales revenue
in 2012 (the latest year for which this information is available).
Our other principal shareholder is Petróleo Brasileiro S.A.­Petrobras, or Petrobras, which owns 36.2% of our outstanding
share capital, including 47.0% of our voting share capital. Petrobras is a government-owned integrated oil and gas company that
is the largest corporation in Brazil and one of the largest companies in Latin America in terms of revenues. Petrobras operates
most of Brazil's producing oil and gas fields, holds a large base of proved reserves and a fully developed operational
infrastructure, operates substantially all the refining capacity in Brazil, participates in most aspects of the Brazilian natural gas
market and is active in 21 countries.


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