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Braskem(BAK) - 2017 Q4 - Annual Report
2019-10-08 10:09
Financial Condition and Debt - As of December 31, 2017, the company had R$1,609.2 million of loans subject to LIBOR, which could be adversely affected by potential changes or reforms to LIBOR[65]. - The company's foreign-currency debt in U.S. dollars represented 94.8% of its total indebtedness on a consolidated basis as of December 31, 2017, excluding R$9,691.5 million (US$2,929.7 million) related to Braskem Idesa Financing[65]. - As of December 31, 2017, Braskem had consolidated corporate debt of R$23,674.7 million (US$7,156.8 million) and consolidated debt related to its Mexico Complex of R$9,691.5 million (US$2,929.7 million)[87]. - Of the consolidated secured corporate debt, R$1,809.2 million (US$546.9 million) was unsecured debt of Braskem S.A., while R$21,161.5 million (US$6,397.1 million) was unsecured debt of Braskem's subsidiaries[87]. - Braskem may rely on cash flows from its subsidiaries and jointly controlled companies to service payments on its guarantees, which could be affected by the subsidiaries' obligations to their creditors[87]. Regulatory and Legal Risks - Changes in Brazilian tax laws may increase the company's overall tax burden, potentially reducing gross margin and negatively impacting financial performance[67]. - The Brazilian courts enforce obligations under equity securities or guarantees in reais, which may not provide full compensation for holders of shares or ADSs[78]. - Brazilian tax laws may impose adverse taxation on the disposition of ADSs and preferred shares, affecting nonresidents[82]. - The company is subject to different corporate rules and regulations as a Brazilian entity, which may limit the rights of ADS holders compared to U.S. shareholders[1]. - Brazilian bankruptcy laws may be less favorable to holders of Braskem's shares, ADSs, and outstanding senior notes compared to those in other jurisdictions, potentially limiting creditor rights[89]. Market and Economic Conditions - Political conditions in Mexico, including the recent presidential election, could materially affect the company's operations and financial position[68]. - Deterioration in Mexico's economic conditions or social instability could adversely impact the company's business and ability to service debt[69]. - The company faces risks from increasing criminal activity in Mexico, which may negatively affect financial condition and operational results[71]. - Economic developments in other countries can adversely affect the market value of Brazilian securities, including the company's common shares and ADSs[84]. Shareholder and Dividend Considerations - The totality of shares issued by Braskem and owned by OSP Investimentos S.A. were given as collateral in financing agreements, which could lead to a change of control if defaults occur[72]. - The company may suspend mandatory dividend distributions if deemed inadvisable due to financial conditions, affecting shareholders' returns[73]. - Holders of class A preferred shares and ADSs have limited voting rights, impacting their influence on corporate transactions[74]. - Restrictions on capital movement out of Brazil may impair the ability of shareholders and debt security holders to receive payments[76]. - The New York Stock Exchange has initiated delisting procedures for the company's ADSs due to a delay in filing the annual report for the fiscal year ended December 31, 2017, resulting in trading on the OTC market since May 15, 2019[79]. - Sales of a substantial number of class A preferred shares could negatively impact their market prices and the prices of ADSs, potentially leading to significant decreases[80]. - The Brazilian securities markets are smaller, less liquid, and more volatile than major markets, which may limit the ability of ADS holders to sell shares at desired prices[83]. Currency and Payment Risks - The company's ability to make payments on senior notes depends on its financial condition and results of operations, as well as those of its subsidiaries[86]. - The company may face difficulties in obtaining necessary authorizations for payments in U.S. dollars due to potential changes in Brazilian foreign exchange regulations[1]. - The company cannot assure that it will be able to maintain the current regulations regarding payments to foreign holders of its securities[1]. - In the event of bankruptcy, all debt obligations denominated in foreign currency, including guarantees, will be converted into reais at the prevailing exchange rate on the date of declaration of bankruptcy[89].