Braskem Idesa, S.A.P.I. - Chapter 11 Plan Terms

Plan / RSA Terms

Confirmation

• The court confirmed the debtors' amended joint prepackaged Chapter 11 plan, filed Sept. 23, 2026, and approved the disclosure statement at the combined hearing on Sept. 24, 2026; the confirmation order was signed and entered the same day, and effectiveness remains subject to the conditions below.
• Braskem Idesa, S.A.P.I. and affiliates Braskem Idesa Servicios, S.A. de C.V. and Braskem Idesa Ethane LLC filed Chapter 11 on Aug. 17, 2026, in the Southern District of Texas, having solicited votes prepetition. The U.S. trustee appointed an official committee of unsecured creditors on Aug. 28, 2026, reconstituted it the same day and disbanded it on Aug. 31, 2026; no equity committee was appointed.
• The plan carries no cramdown: the court found every requirement of section 1129(a) satisfied, including 1129(a)(8), so section 1129(b) does not apply. It is the only plan filed in each case.
• Every voting class accepted. As tabulated by Kroll Restructuring Administration, the claims and solicitation agent, in its voting report:
  • Class 3, senior secured notes claims: 98.71% in amount and 96.36% in number.
  • Classes 4, 5, 6, 7 and 11: 100% in amount and 100% in number of those voting.
• The voting deadline was Sept. 17, 2026, at 5 p.m. prevailing Central Time, with an Aug. 11, 2026, voting record date.
• All objections and reservations of rights not withdrawn with prejudice or expressly resolved in the confirmation order are overruled on the merits; resolutions explained on the record at the hearing are incorporated by reference.
• The order is effective immediately on entry, with the Bankruptcy Rule 3020(e) stay waived for business exigencies; it is a final order from whose entry the appeal period runs, and all interim orders in effect are deemed final by operation of it.

The Restructuring and Its Sources of Consideration

• The restructuring is governed throughout by the restructuring support agreement, which terminates on the effective date in accordance with its Section 11.05 without further action by the debtors, the consenting creditors, the consenting shareholders or any other party. The consent rights of the parties to the restructuring support agreement over the form and substance of the plan, its exhibits and the plan supplement are incorporated into the plan, and any alteration or modification of the plan requires the consent of Braskem and the required consenting creditors; where the agreement's consent and consultation rights conflict with the plan, those rights control, and the plan otherwise controls.
• The supporting parties are Braskem, which the plan defines to include Braskem S.A., Braskem Netherlands B.V., Braskem México Proyectos and Braskem S.A.'s non-debtor affiliates party to the restructuring support agreement; Inbursa, meaning Banco Inbursa, S.A., the prepetition term loan administrative agent and lender, together with its affiliates, expressly including Etileno XXI, S.A. de C.V., a holder of existing equity interests and a subordinated lender, and Grupo Idesa, S.A. de C.V., a subordinated lender and funding affiliate; and the ad hoc group of senior secured noteholders advised by Davis Polk & Wardwell and Houlihan Lokey, among others. Inbursa and the ad hoc group appoint the "specified directors" of reorganized BI, meaning Braskem Idesa, S.A.P.I. as reorganized, under the shareholders' agreement.
• Distributions are funded from cash on hand, including cash from operations or asset dispositions, the Braskem effective date funding, and the exit securities.
• The court authorized and directed issuance on the effective date of the exit securities: the reorganized equity of reorganized BI; the exit notes, senior secured first-lien notes issued by reorganized BI and jointly and severally guaranteed by the reorganized debtors, with Wilmington Savings Fund Society, FSB as indenture trustee and collateral agent; and the equity SPV notes, issued by the equity SPV and secured by liens under the equity SPV documents. They run to or for the benefit of the exit notes trustee, the equity SPV, holders of senior secured claims, holders of DIP claims, holders of existing equity interests, Braskem S.A. (or its affiliate designee) and Inbursa.
• Braskem S.A. (or its affiliate designee) contributes $71 million in cash of new money equity on the effective date in exchange for reorganized Class B shares. That allocation, together with the DIP claims equity allocation, makes up the Braskem funding equity allocation, equal to one third of the reorganized equity on a fully diluted basis and split between the two in proportion to the allowed DIP claims as of the effective date and the $71 million.
• The DIP claims are deemed finally allowed against each debtor in the full amount of outstanding DIP obligations under the DIP facility, and holders of allowed DIP claims receive their pro rata share of the Braskem DIP claims equity allocation in full satisfaction of those claims, with Braskem's advisors' fees and expenses paid in cash; accrual of interest, fees, premiums or other amounts on the DIP claims does not increase the total fully diluted reorganized equity Braskem receives.
• The senior secured notes equity allocation, one third of the reorganized equity on a fully diluted basis in satisfaction of $825 million of senior secured notes claims, is issued as reorganized Class A shares; the portion allocable to noteholders other than Inbursa goes to a newly formed, bankruptcy-remote equity SPV, which acts as disbursing agent issuing each of those holders its pro rata share of the equity SPV notes. The equity SPV documents include put/call rights, as defined in the restructuring support agreement, together with guarantee and other agreements covering Braskem's obligations under them. The SPV relies on the Investment Company Act section 3(c)(7) exemption and may stop any transfer of exit securities that does not comply with it and force a U.S. holder that is not a qualified purchaser to sell to a qualified purchaser or a non-U.S. person; a violating transfer is void ab initio.
• Exit notes and equity SPV notes go only to "qualified holders," defined as U.S. persons who are qualified institutional buyers or accredited investors for the exit notes, and both qualified institutional buyers and qualified purchasers for the equity SPV notes, or non-U.S. persons not prohibited from acquiring them. Notes otherwise issuable to non-qualified holders, and amounts below any applicable minimum denomination, are deposited with a sale agent appointed by the reorganized debtors with the consent of Braskem and the required consenting creditors under a selling agent agreement, and monetized for substitute consideration; if a sale cannot be consummated, the substitute consideration is zero and the notes may be cancelled for no consideration, with no reorganized-debtor liability for any resulting loss.
• The exit notes and equity SPV notes are offered under Securities Act section 4(a)(2), Regulation D and/or Regulation S and are restricted securities, with the governing indentures exempt from Trust Indenture Act qualification under section 304(b); the reorganized equity is issued under section 1145 of the Bankruptcy Code, with resale subject to the underwriter, affiliate, Mexican securities law and shareholders' agreement limitations.
• Inbursa, the term loan administrative agent and lender, agreed to less favorable treatment: in lieu of its pro rata share of the equity SPV notes on its senior secured notes claims, it takes the Inbursa equitization in reorganized Class B shares equal in number to the Class A shares the SPV would otherwise have held for it.
• Prior to or concurrently with the effective date, the exit notes trustee (or a collateral agent acting for it) and the company enter into trust and pledge agreements, including amendments to the Mexican security trust, the share pledge agreement and the non-possessory pledge agreement, creating first-priority liens on all collateral securing the exit notes on the effective date or a later date agreed by the reorganized debtors, the exit notes trustee, Braskem and the required consenting creditors. Notwithstanding the senior secured notes indentures, the intercreditor agreement and the DIP documents, the confirmation order itself constitutes the instruction from the 2029 and 2032 notes trustees and the prepetition term loan agent down the agency chain, and from the DIP collateral agent, to the Mexican security trustee, without any further affirmative act and at the debtors' sole cost; those agents and trustees retain their contractual protections, are deemed to have acted in good faith at the court's direction and bear no liability for actions the order authorizes or directs.
• Holders of senior secured notes claims who fail to surrender their notes within 180 days after the effective date forfeit their claims and distributions of reorganized equity, exit notes and equity SPV notes; remaining positions on the books of the notes trustees and DTC terminate on the 181st day, and forfeited property reverts to the reorganized debtors and is cancelled. DTC and any participants must accept the plan and confirmation order in lieu of a legal opinion on exemption and book-entry eligibility, and no entity may require a further opinion.
• Distributions must comply with the Mexican tax requirements in the 2029 and 2032 indentures to qualify for the reduced Mexican withholding rate under Article 166 of the Mexican Income Tax Law, and distributions to noteholders are made subject to the tax gross-up obligations in those indentures; otherwise each holder bears its own taxes, and a holder that does not return a requested Form W-8 or W-9 within one year has its distribution treated as unclaimed.

Treatment of Claims and Interests

• Administrative expense, professional fee, priority tax, restructuring expense, DIP and U.S. trustee fee claims are unclassified and paid in full or as otherwise agreed. Eleven classes are separately classified:
  • Class 1, other secured claims (unimpaired, presumed to accept): at the debtors' option and with the reasonable consent of Braskem S.A. and the required consenting creditors, payment in full in cash, return of the collateral plus any section 506(b) interest, reinstatement, or other treatment leaving the claim unimpaired.
  • Class 2, other priority claims (unimpaired, presumed to accept): treatment consistent with section 1129(a).
  • Class 3, senior secured notes claims (impaired, voted to accept): claims on the 7.450% senior secured notes due 2029 and 6.990% senior secured notes due 2032 are allowed as of the effective date in the aggregate amount due under the two indentures, including interest accrued through that date, and each holder receives its pro rata share of the senior secured notes exit notes allocation and of the equity SPV notes, with Inbursa taking the Inbursa equitization instead. The exit notes allocation equals full principal plus accrued and unpaid prepetition and postpetition interest on the notes claims, less the $825 million equitization amount.
  • Class 4, senior secured term loan claims (impaired, voted to accept): allowed in the aggregate amount due under the Inbursa credit agreement including accrued interest, with each holder receiving its pro rata share of the senior secured term loan exit notes allocation, equal to full principal plus accrued and unpaid prepetition and postpetition interest.
  • Class 5, secured PE facility claims (impaired, voted to accept): satisfaction or payment under the Braskem commercial claims schedule, subject to the annual cap below. The claims exclude any loans issued under the March 3, 2026, amendment to the Braskem Netherlands distribution agreement.
  • Class 6, subordinated loans claims (impaired, voted to accept): the subordinated loans made under 2013 and 2015 agreements by Braskem S.A., Etileno XXI, Grupo Idesa, Braskem Netherlands and Braskem México are each amended and restated to extend their term beyond that of the exit notes and to subordinate them to the exit notes, on terms satisfactory to Braskem S.A. and the required consenting creditors, with all interest payable in kind.
  • Class 7, Braskem commercial claims (impaired, voted to accept): claims of Braskem under its intercompany arrangements with the debtors, its agreements relating to Terminal Química Puerto México and agreements between Braskem and current or former shareholders, excluding the working capital credit agreement, the secured PE facility and the subordinated loans, receive satisfaction or payment under the Braskem commercial claims schedule, subject to the annual cap below.
  • Class 8, general unsecured claims (unimpaired, presumed to accept): reinstated, with payment in full in cash in the ordinary course on the later of the due date or the effective date, or other unimpairing treatment; no distribution on any claim already satisfied by final order.
  • Class 9, intercompany claims, and Class 10, intercompany interests (unimpaired and presumed to accept, or impaired and deemed to reject; not voting): at the reorganized debtors' discretion, subject to the consent of Braskem S.A. and the required consenting creditors not to be unreasonably withheld, either cancelled with no recovery or reinstated. Where reinstated, distributions on intercompany interests are made for administrative convenience and to preserve the corporate structure for the ultimate benefit of the reorganized equity holders, not as a recovery on those interests.
  • Class 11, existing equity interests (impaired, voted to accept): all existing equity is cancelled and each holder receives its pro rata share of the existing shareholder equity allocation, one third of the reorganized equity on a fully diluted basis, in reorganized Class B shares, as consideration for the interests and post-reorganization support for reorganized BI.
• Payment or satisfaction of allowed secured PE facility claims and Braskem commercial claims may not exceed $50 million on an aggregate annual basis without the prior written consent of the specified directors. The cap does not reach ordinary course operational payments that create dollar-for-dollar availability under the debtors' current extended payment terms under the Braskem ethane supply and freight agreement, consistent with past practice; it does reach any cash or in-kind satisfaction of the secured PE facility claims and other prepayments whose ultimate recipient is Braskem, and any payment that reduces the Braskem-imposed credit limit under that agreement, which may not be less than $120 million as of the effective date.
• Distributions of cash or other property below $250 are not made; the underlying claim is discharged and barred.

Releases, Exculpation and Injunction

• Released parties are the debtors, the reorganized debtors, each consenting stakeholder, the DIP claim holders, the 2029 senior secured notes trustee (Deutsche Bank Trust Company Americas), the 2032 senior secured notes trustee (The Bank of New York Mellon as original trustee and Wilmington Savings Fund Society, FSB as successor), the exit notes trustee (Wilmington Savings Fund Society), the equity SPV notes trustee (to be selected) and the equity SPV notes administrator, the Mexican security trustee (Banco Multiva), and the collateral agent, intercreditor administrative agent and intercreditor agent, roles the intercreditor agreement assigns to Deutsche Bank Trust Company Americas, together with their related parties, except that the 2029 trustee's related parties are excluded. Terminal Química Puerto México (TQPM) is never a released party, even if it would otherwise qualify as a related party.
• Releasing parties are all holders that voted to accept; all that voted to reject or abstained and did not affirmatively opt out; each released party; and related parties of the foregoing to the extent bound by agency principles or asserting derivative claims. Any party that timely opts out, or that objected to the releases with the objection unresolved before the combined hearing, is neither a releasing party nor a released party and is not bound.
• The debtor releases cover claims relating to the "company-related matters," which span the cases, the debtors and their governance and operations, the restructuring transactions, the business and contractual arrangements between the debtors and any released party, the notes indentures, term loan, working capital credit agreement and secured PE facility, and the negotiation and implementation of the restructuring support agreement, plan, disclosure statement, DIP facility, Braskem effective date funding and exit securities documents. The third-party releases reach further, covering any act, omission, transaction or event occurring on or before the effective date, including the company-related matters. Neither release reaches acts judicially determined by final order to constitute intentional fraud, gross negligence, recklessness or willful misconduct, or post-effective-date obligations under the plan documents, and the fraud carve-out expressly does not pull claims under sections 544 or 548 or state fraudulent transfer law out of the releases. The debtor releases additionally preserve claims tied to contracts the debtors continue to perform and all retained causes of action.
• The releasing parties have not given, and will not be deemed to give, any release to TQPM or, solely to the extent arising under or directly connected to TQPM's Oct. 31, 2023, credit agreement and related financing documents, to Braskem, Advario B.V. and Oiltanking GmbH.
• The court found the third-party releases consensual, disclosed in the ballots, disclosure statement, plan and combined hearing notice with conspicuous opt-out directions, and appropriately tailored.
• Exculpation runs only to the debtors and each independent director of the debtors, covers only acts from the petition date through the effective date, and does not reach actual fraud, gross negligence or willful misconduct determined by final order, post-effective-date obligations or retained causes of action; the court measured the provision against the Fifth Circuit's Highland Capital decision. No party may commence a claim against an exculpated party without the court first finding it colorable and not subject to exculpation and specifically authorizing suit.
• The injunction permanently bars released, discharged and exculpated claims from being commenced, enforced, secured by encumbrance or set off, save where a setoff motion was filed on or before the confirmation date; separately, no holder may recoup a claim against the debtors unless it actually performed the recoupment and gave the debtors written notice by the confirmation date.
• Nothing in the plan or confirmation order releases, enjoins or exculpates any claim of the United States or any state or local authority, including claims under the Internal Revenue Code, environmental laws or criminal laws.
• The debtors' indemnification obligations ride through unimpaired, are assumed as executory contracts and survive on terms no less favorable than those in place before the restructuring, except that the reorganized debtors will not indemnify for criminal acts, intentional fraud, gross negligence or willful misconduct. Tail coverage under the D&O policies must be maintained for six years after the effective date with an aggregate limit no less than the existing policies.

Discharge, Cancellation and Vesting

• The confirmation order determines the discharge of all claims, equity interests, causes of action and liens, subject to the effective date occurring, and voids any judgment against the debtors relating to a discharged claim.
• All notes, instruments, certificates and agreements evidencing claims or equity interests are cancelled on the effective date, other than those governing obligations that remain unimpaired. The senior secured notes indentures survive solely to preserve the trustees' charging lien, expense reimbursement and indemnification rights and to permit noteholders to receive plan distributions; the trustees' duties are discharged and deemed fully satisfied, though their standing to appear and be heard in the cases is expressly preserved. Commitments to extend further credit under those indentures terminate on the effective date.
• Estate property, including causes of action not released, vests in the reorganized debtors free and clear of claims, liens, encumbrances and equity interests, and all prepetition mortgages, liens, pledges and security interests against estate property are released, with holders and their agents directed to record the releases and the reorganized debtors authorized to make the filings on their behalf.
• Neither the cancellation of equity interests, nor any issuance, transfer or acquisition of equity interests under the plan, nor the revesting of assets constitutes a change of control under any contract to which a debtor or reorganized debtor is party.
• Transfers under the plan are exempt from recording, stamp, conveyance, mortgage and similar taxes under section 1146(a), and every governmental agency is directed to accept the implementing documents, including UCC financing statements, without payment of any such tax.

Executory Contracts

• All executory contracts and unexpired leases are deemed assumed on the effective date, other than those previously assumed or rejected, already expired or terminated, subject to a pending assumption motion filed by the confirmation date, or listed on the schedule of rejected contracts; assumption may include assignment to affiliates. Insurance contracts, including D&O policies, are treated as executory contracts and assumed.
• Cure amounts are paid in cash in the ordinary course or on other agreed terms, remain unimpaired, and continue as obligations of the reorganized debtors after the effective date; counterparties need not file a proof of claim or objection to preserve a cure amount, and all proofs of claim based on assumed contracts are disallowed and expunged on the effective date. Disputes over adequate assurance or any other assumption matter are heard before assumption becomes effective, but payment of a disputed cure amount does not delay the effective date.
• Rejection damages claims are forever barred unless a proof of claim is filed with the claims agent and served on counsel by the rejection damages deadline, the first business day that is no later than 30 days after the later of the effective date or entry of the order approving rejection; allowed rejection damages claims are classified as Class 8 general unsecured claims.

Claims Process

• Because all allowed general unsecured claims are unimpaired, holders need not file proofs of claim, and no party is permitted to file one, except holders of administrative expense claims and rejection damages claims. All proofs of claim filed other than for those two categories are deemed objected to and disputed without any action by the debtors, and are deemed withdrawn and expunged on the effective date.
• The debtors do not intend to object to the allowance of filed claims, reserving the right to object to any claim entitled to a distribution or rendered unimpaired. Disputes over validity and amount are instead resolved with holders in the ordinary course, as if the cases had not been commenced and in accordance with the debtors' books and records.
• Objections to claims and interests other than general unsecured claims, and to rejection damages claims, must be filed by the 180th day after the effective date or a later noticed date; claims not objected to within that period are deemed allowed absent an extension approved by the court.
• The debtors or reorganized debtors may at any time ask the court to estimate a disputed claim under section 502(c), whether or not an objection has been filed or ruled on, and the court retains jurisdiction to do so.
• Unless the plan or a court order expressly provides otherwise, as the exit notes allocations for the senior secured notes and term loan claims do, postpetition interest does not accrue or get paid on claims, and no distribution is made on a disputed claim until all objections are settled, withdrawn or determined by final order and the claim is allowed.
• Administrative expense claims other than restructuring expenses and professional fee claims must be filed by the administrative expense claims bar date, the first business day 30 days after the effective date; unfiled claims are automatically disallowed. Final professional fee applications are due 45 days after the effective date, paid from the professional fee escrow account with any shortfall paid by the reorganized debtors.
• Restructuring expenses, meaning the fees and expenses of Braskem's advisors (Jones Day and Sinchro Partners), Inbursa's advisors, the ad hoc group's advisors, the senior secured notes trustees, the exit notes trustee, the equity SPV notes trustee and the equity SPV notes administrator, are allowed administrative expense claims paid in full in cash under the restructuring support agreement without any proof of claim or further court order, and continue to be paid before and after the effective date in the ordinary course. The ad hoc group advisors' fees include any success fees under their engagement letters and are not subject to any prepetition fee letter with the company, while the Braskem and Inbursa advisors' fees exclude success fees.
• The challenge period under the final DIP order is terminated for all parties in interest as of entry of the confirmation order, and the DIP orders' stipulations, admissions, findings and releases bind the estates and all parties in interest.

Conditions to Effectiveness

• The effective date requires, among other conditions: entry of the confirmation order as a final order consistent with the restructuring support agreement; the restructuring support agreement remaining in full force and not terminated; the final DIP order remaining in effect; all necessary authorizations, consents and regulatory approvals obtained; the definitive documents and plan supplement executed or filed in acceptable form; payment in full in cash of all accrued Braskem, Inbursa advisor, ad hoc group advisor, exit notes trustee, senior secured notes trustees, equity SPV notes trustee and equity SPV notes administrator fees and expenses; funding of the Braskem effective date funding; valid issuance of the reorganized equity; execution of the exit notes documents and satisfaction of the conditions to issuance of the exit notes; formation of the equity SPV, execution of the equity SPV notes documents and satisfaction of the conditions to issuance of those notes; execution and filing of the organizational documents; and payment or escrow of all professional fees requiring court approval.
• The debtors may amend, modify, supplement or waive any condition with the consent of Braskem and the required consenting creditors, and for the fee-payment condition also the consent of the affected party, without notice or further court action. The court found each condition satisfied or reasonably likely to be satisfied or waived.

Modification, Revocation and Non-Severability

• Subject to the restructuring support agreement and the plan, the debtors and reorganized debtors may make non-material modifications to implementing documents without further court authorization, and expressly reserve the right to materially alter, amend or modify the plan after confirmation under section 1127 and Bankruptcy Rule 3019, in each case with the consent of Braskem and the required consenting creditors. All modifications made since solicitation are approved under section 1127(a) as technical or clarifying changes, changes agreed with particular holders, or changes that do not materially and adversely affect any other claim or interest, and require no additional disclosure or resolicitation.
• If the effective date does not occur, the plan and every settlement, contract assumption or rejection and implementing document become null and void, with no waiver or release of claims, interests or causes of action, no prejudice to the rights of the debtors, Braskem, Inbursa, the ad hoc group or any other party, and no admission of any kind.
• Each provision of the plan is valid and enforceable, integral to the plan and non-severable and mutually dependent, and may not be deleted or modified without the consent of the debtors or reorganized debtors or in a manner inconsistent with the plan and the restructuring support agreement.
• Document hierarchy runs: the confirmation order over the plan; the plan over the disclosure statement; and the relevant plan supplement document over the plan, unless that document or the confirmation order states otherwise. The confirmation order supersedes any inconsistent prior order in the cases.

Retention of Jurisdiction and Case Administration

• The court retains jurisdiction over all matters arising out of and related to the cases, including those set forth in Article XI of the plan and section 1142, with two carve-outs: disputes over plan supplement exhibits or restructuring documents containing their own forum selection or dispute resolution clauses go to the court those documents designate, and the court does not retain exclusive jurisdiction over the reorganized debtors' pursuit of retained causes of action, which may be brought in any court of competent jurisdiction.
• New York law governs the plan, confirmation order and related documents, except that corporate governance matters are governed by each debtor's jurisdiction of incorporation or formation and any agreement's own governing law controls.
• The confirmation order constitutes a final decree under section 350(a) closing all the cases on the effective date other than the remaining case, that of Braskem Idesa Ethane LLC, which stays open until professionals' final applications are resolved and may then be closed under certification of counsel; claims may be heard in any open case regardless of which debtor they run against. The debtors may revise the consolidated case caption by notice, and the claims agent may destroy paper records two years after the effective date.
• The debtors must serve notice of entry of the confirmation order on all holders of claims and equity interests and the notice parties within 10 business days of entry, and the reorganized debtors file notice of the effective date as soon as reasonably practicable after it occurs.
• Bankruptcy Rule 1007's list, schedule and statement filing obligations are permanently waived as to anything not filed as of the confirmation date, and the confirmation order constitutes any state or other governmental approval required to implement the plan.
• If the confirmation order is later reversed, modified or vacated, that does not affect the validity of acts or obligations incurred under the plan before the debtors receive written notice of such an order, and acts taken in reliance on the order remain governed by it.