UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2015
LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter)
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The Netherlands |
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001-34726 |
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98-0646235 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1221 McKinney St., Suite 300
Houston, Texas USA
77010 |
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4th Floor, One Vine Street
London W1J 0AH
The United Kingdom |
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Delftseplein 27E
3013 AA Rotterdam The
Netherlands |
(Addresses of principal executive offices)
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(713) 309-7200 |
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+44 (0)207 220 2600 |
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+31 (0)10 275 5500 |
(Registrants telephone numbers, including area codes)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 5, 2015, the term of our
existing $2.0 billion Amended and Restated Credit Agreement, dated June 5, 2014, among LyondellBasell Industries N.V. (the Company) and LYB Americas Finance Company, a wholly owned subsidiary of the Company, Bank of America, N.A.,
as Administrative Agent, and the lenders party thereto (the Credit Agreement), was extended for one year until June 5, 2020 pursuant to a Consent Agreement (the Consent Agreement) among the parties to the Credit
Agreement. All other material terms of the Credit Agreement remain unchanged.
A copy of the Consent Agreement is included in this Form
8-K as Exhibit 10 and incorporated herein by reference. The summary description of the Consent Agreement in this report is qualified in its entirety by reference to Exhibit 10.
Item 9.01 |
Financial Statements and Exhibits. |
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10 |
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Consent Agreement, dated June 5, 2015, among LyondellBasell Industries N.V. and LYB Americas Finance Company, as Borrowers, Bank of America, N.A., as Administrative Agent and the lender parties thereto |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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LYONDELLBASELL INDUSTRIES N.V. |
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Date: June 9, 2015 |
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By: |
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/s/ Jeffrey A. Kaplan |
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Jeffrey A. Kaplan |
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Executive Vice President |
Exhibit Index
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Exhibit |
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Description |
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10 |
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Consent Agreement, dated June 5, 2015, among LyondellBasell Industries N.V. and LYB Americas Finance Company, as Borrowers, Bank of America, N.A., as Administrative Agent and the lender parties thereto |
Exhibit 10
CONSENT AGREEMENT
This
CONSENT AGREEMENT, dated as of June 5, 2015 (this Agreement), is made by and among LYONDELLBASELL INDUSTRIES N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The
Netherlands (the Company), LYB AMERICAS FINANCE COMPANY, a Delaware corporation (together with the Company, the Borrowers), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent for the
Lenders (in such capacity, the Administrative Agent), Swing Line Lender and L/C Issuer.
RECITALS:
WHEREAS, the Borrowers, the Administrative Agent and the lenders party thereto (collectively, the Lenders and
individually, a Lender) have entered into that certain Amended and Restated Credit Agreement dated as of June 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Credit
Agreement), pursuant to which the Lenders have made available to the Borrowers a revolving credit facility with a letter of credit and a swing line loan sub-facility. Capitalized terms used in this Agreement not otherwise defined herein
shall have the definitions set forth in the Credit Agreement;
WHEREAS, pursuant to Section 2.09 of the Credit
Agreement, the Company has requested that the Termination Date be extended to June 5, 2020, one year after the currently applicable Termination Date (the Termination Date Extension);
WHEREAS, the Administrative Agent and each Lender party hereto have agreed, subject to the terms and conditions set forth herein, to
consent to the Termination Date Extension;
NOW, THEREFORE, in consideration of the premises and further valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Consent. Pursuant to
Section 2.09 of the Credit Agreement and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby
consent to the Termination Date Extension and agree that the definition of Termination Date in Section 1.01 of the Credit Agreement is hereby amended to delete the reference to June 5, 2019 and insert a reference
to June 5, 2020 in lieu thereof. The Borrowers hereby agree that this Agreement constitutes one of the two permitted requests for a Termination Date extension under Section 2.09 of the Credit Agreement.
2. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the Termination Date Extension provided in
Section 1 hereof are subject to the following conditions precedent:
(a) the Administrative Agent shall have received
(i) counterparts of this Agreement, duly executed by each Borrower, the Administrative Agent and the Lenders and (ii) a certificate of the Company dated as of the date hereof and signed by a Responsible Officer of the Company
(A) certifying and attaching resolutions adopted by the Company approving or consenting to the Termination Date Extension and (B) certifying that the conditions set forth in Sections 3.02(a) and (b) of the Credit
Agreement have been satisfied (with all references in such subsections to a Credit Extension being deemed to be references to the Termination Date Extension); and
(b) all fees and expenses payable to the Administrative Agent and the Lenders shall have been paid in full by the Company.
Conformed Copy
3. Representations and Warranties. In order to induce the Administrative Agent and the
Lenders to enter into this Agreement, each Borrower represents and warrants to the Administrative Agent and the Lenders as follows:
(a) each of the representations and warranties made by such Borrower in Article IV of the Credit Agreement and in the
other Loan Documents are true and correct in all material respects (except if any representation and warranty is qualified by materiality, in which case it is true and correct in all respects) on and as of the date hereof after giving effect to this
Agreement, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except if any representation and warranty
that is qualified by materiality, in which case it is true and correct in all respects) as of such earlier date;
(b) this
Agreement has been duly authorized, executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, except as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally; and
(c) no
Default or Event of Default has occurred and is continuing and, after giving effect to this Agreement, no Default or Event of Default will occur.
4. Entire Agreement. This Agreement, together with the Loan Documents (collectively, the Relevant Documents), sets
forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as
otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Agreement may be changed, modified, waived or
canceled orally or otherwise, except in writing and in accordance with Section 9.10 of the Credit Agreement. This Agreement shall constitute a Loan Document under and as defined in the Credit Agreement.
5. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, each Borrower hereby
acknowledges and agrees that the Credit Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. The execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic format (including .pdf) shall be effective as delivery of a manually executed original
counterpart of this Agreement.
7. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
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8. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent and
each Lender and their respective successors and assignees to the extent such assignees are permitted assignees as provided in Section 9.09 of the Credit Agreement.
10. Expenses. Without limiting the provisions of Section 9.12 of the Credit Agreement, the Company agrees to pay all
reasonable out of pocket costs and expenses (including without limitation reasonable legal fees and expenses) incurred before or after the date hereof by the Administrative Agent and its Affiliates in connection with the preparation, negotiation,
execution, delivery and administration of this Agreement.
11. FATCA. For purposes of determining withholding Taxes imposed under
FATCA, from and after the effective date of this Agreement, the Company and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a grandfathered
obligation within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
[Remainder of page intentionally left blank;
signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.
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BORROWERS: |
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LYONDELLBASELL INDUSTRIES N.V. |
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By: |
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/s/ Jeffrey A. Kaplan |
Name: |
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Jeffrey A. Kaplan |
Title: |
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Member of the Management Board |
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LYB AMERICAS FINANCE COMPANY |
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By: |
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/s/ Lawrence Somma |
Name: |
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Lawrence Somma |
Title: |
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Responsible Officer |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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ADMINISTRATIVE AGENT: |
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BANK OF AMERICA, N.A., |
as Administrative Agent |
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By: |
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/s/ Sheri Starbuck |
Name: |
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Sheri Starbuck |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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LENDERS: |
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BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender |
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By: |
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/s/ Christopher DiBiase |
Name: |
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Christopher DiBiase |
Title: |
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Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender and as L/C Issuer |
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By: |
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/s/ Virginia Cosenza |
Name: |
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Virginia Cosenza |
Title: |
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Vice President |
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By: |
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/s/ Ming K. Chu |
Name: |
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Ming K. Chu |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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CITIBANK, N.A., as a Lender |
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By: |
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/s/ David Jaffe |
Name: |
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David Jaffe |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender |
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By: |
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/s/ Vipul Dhadda |
Name: |
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Vipul Dhadda |
Title: |
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Authorized Signatory |
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By: |
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/s/ Karim Rahimtoola |
Name: |
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Karim Rahimtoola |
Title: |
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Authorized Signatory |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender |
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By: |
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/s/ David A. Mandell |
Name: |
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David A. Mandell |
Title: |
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Managing Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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JPMORGAN CHASE BANK, N.A., as a Lender |
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By: |
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/s/ Peter S. Predun |
Name: |
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Pater S. Predun |
Title: |
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Executive Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender |
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By: |
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/s/ David L. Ericson |
Name: |
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David L. Ericson |
Title: |
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Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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BARCLAYS BANK PLC, as a Lender |
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By: |
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/s/ Marguerite Sutton |
Name: |
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Marguerite Sutton |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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MORGAN STANLEY BANK, N.A., as a Lender |
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By: |
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/s/ Michael King |
Name: |
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Michael King |
Title: |
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Authorized Signatory |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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MIZUHO BANK, LTD., as a Lender |
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By: |
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/s/ Donna DeMagistris |
Name: |
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Donna DeMagistris |
Title: |
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Authorized Signatory |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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THE BANK OF NOVA SCOTIA, as a Lender |
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By: |
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/s/ John Frazell |
Name: |
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John Frazell |
Title: |
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Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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SUMITOMO MITSUI BANKING CORPORATION, as a Lender |
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By: |
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/s/ James D. Weinstein |
Name: |
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James D. Weinstein |
Title: |
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General Manager |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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PNC BANK, NATIONAL ASSOCIATION, as a Lender |
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By: |
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/s/ M. Colin Warman |
Name: |
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M. Colin Warman |
Title: |
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Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender |
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By: |
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/s/ Mark Campbell |
Name: |
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Mark Campbell |
Title: |
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Authorized Signatory |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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REGIONS BANK, as a Lender |
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By: |
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/s/ Darius Sutrinaitis |
Name: |
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Darius Sutrinaitis |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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THE BANK OF NEW YORK MELLON, as a Lender |
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By: |
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/s/ William M. Feathers |
Name: |
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William M. Feathers |
Title: |
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Vice President |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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ING BANK N.V., as a Lender |
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By: |
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/s/ RWJ Rijpstra |
Name: |
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RWJ Rijpstra |
Title: |
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Director |
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By: |
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/s/ K. Weekuizen |
Name: |
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K. Weekuizen |
Title: |
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Managing Director |
LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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UNICREDIT LUXEMBOURG S.A., as a Lender |
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By: |
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/s/ Brigitte Reichert |
Name: |
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Brigitte Reichert |
Title: |
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By: |
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/s/ Anna Bonert |
Name: |
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Anna Bonert |
Title: |
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LyondellBasell Industries N.V.
Consent Agreement
Signature Page
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