HOUSTON and LONDON,
Nov. 17, 2021 /PRNewswire/
-- LyondellBasell Industries N.V. ("LyondellBasell") (NYSE:
LYB) today announced the commencement of five separate offers
(each, an "Offer" and, collectively, the "Offers") to purchase for
cash up to $1.0 billion of the
outstanding series of notes listed in the table below
(collectively, the "Notes"). The Offers are made upon the
terms and subject to the conditions set forth in the Offer to
Purchase dated November 17, 2021, relating to the Notes (the
"Offer to Purchase").
LyondellBasell is offering to accept for purchase validly
tendered Notes using a "waterfall" methodology under which
LyondellBasell will accept Notes in the order of their respective
acceptance priority levels set forth in the table below (each, an
"Acceptance Priority Level"), subject to the Waterfall Cap (as
defined below) and the Waterfall SubCap set forth in the table
below.
Acceptance
Priority
Level
|
Issuer
|
CUSIP
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Waterfall
SubCap
|
Reference
U.S. Treasury
Security(1)
|
Fixed
Spread
(basis
points)(1)
|
Early
Participation
Payment(2)
|
1
|
LyondellBasell
Industries N.V.
|
552081 AK7
552081 AH4
N53745 AD2
|
5.750% Senior
Notes due 2024
|
$1,000,000,000
|
$225,000,000
|
0.75% due
November 15, 2024
|
+20
|
$30
|
2
|
LYB International
Finance II B.V.
|
50247W AB3
|
3.500% Guaranteed
Notes due 2027
|
$1,000,000,000
|
N/A
|
1.125% due
October 31, 2026
|
+50
|
$30
|
3
|
LYB International
Finance III, LLC
|
50249A AC7
|
3.375% Guaranteed
Notes due 2030
|
$500,000,000
|
N/A
|
1.375% due
November 15, 2031
|
+60
|
$30
|
4
|
LYB International
Finance III, LLC
|
50249A AF0
|
1.250% Guaranteed
Notes due 2025
|
$500,000,000
|
N/A
|
1.125% due
October 31, 2026
|
+20
|
$30
|
5
|
LYB International
Finance III, LLC
|
50249A AG8
|
2.250% Guaranteed
Notes due 2030
|
$500,000,000
|
N/A
|
1.375% due
November 15, 2031
|
+65
|
$30
|
__________________
|
(1)
|
The applicable Total
Consideration payable by LyondellBasell for each $1,000
principal amount of each series of Notes validly tendered at or
prior to the applicable Early Participation Date (as defined below)
(such consideration with respect to such series, the "Total
Consideration"), and accepted by LyondellBasell pursuant to the
applicable Offer, will be determined in accordance with standard
market practice, as described in the Offer to Purchase, to result
in a price as of the Early Settlement Date (as defined below) (or,
if there is no Early Settlement Date with respect to such series of
Notes, the applicable Final Settlement Date (as defined below))
that equates to a yield to the applicable maturity date or the
applicable par call date (as set forth in the Offer to Purchase),
as the case may be, in accordance with the formula set forth in
Annex A to the Offer to Purchase, for the applicable series of
Notes, equal to the sum of (i) the yield corresponding to
the bid side price of the applicable Reference U.S. Treasury
Security specified in the table above for such series of Notes at
10:00 a.m. (Eastern time) on December 2, 2021, unless
extended with respect to the applicable Offer (such date and time
with respect to an Offer, as the same may be extended with respect
to such Offer, the "Price Determination Date") quoted on the
Bloomberg reference page "FIT1," plus (ii) the
applicable Fixed Spread specified in the table above (the "Fixed
Spread") for such series of Notes. The applicable Total
Consideration does not include the applicable Accrued Coupon
Payment (as defined below), which will be payable in cash in
addition to the applicable Total Consideration.
|
(2)
|
Payable as part of
the applicable Total Consideration, per each $1,000 principal
amount of the specified series of Notes validly tendered at or
prior to the Early Participation Date and accepted for
purchase. Holders who validly tender Notes of a series after
the applicable Early Participation Date, but at or prior to the
applicable Expiration Date (as defined below), will receive the
tender consideration, for any such series accepted by
LyondellBasell, which is equal to the Total Consideration
minus the applicable Early Participation Payment set forth
in the table above (such consideration with respect to such series,
the "Tender Consideration" and, each of the Total Consideration and
the Tender Consideration, a "Consideration"). The applicable
Tender Consideration does not include the applicable Accrued Coupon
Payment, which will be payable in cash in addition to the
applicable Tender Consideration.
|
The Offers are subject to the terms and conditions described in
the Offer to Purchase, including the Acceptance Priority Procedures
(as defined below), and that the maximum aggregate principal amount
of Notes to be accepted for purchase by us for cash in the Offers
does not exceed $1,000,000,000 (the
"Waterfall Cap") and that the maximum principal amount of the
5.750% Senior Notes due 2024 to be accepted for purchase by us for
cash in the applicable Offer does not exceed $225,000,000 (the "Waterfall SubCap"). The
Offers are not conditioned on any minimum amount of Notes being
tendered, and none of the Offers is conditioned on the consummation
of any of the other Offers.
Indicative
Timetable for the Offers:
|
|
Commencement....................
|
November 17,
2021.
|
|
|
Early Participation
Date.........
|
5:00 p.m.
(Eastern time) on December 1, 2021, unless extended with
respect to any Offer.
|
|
|
Withdrawal
Date....................
|
5:00 p.m.
(Eastern time) on December 1, 2021, unless extended with
respect to any Offer.
|
|
|
Price Determination
Date.......
|
10:00 a.m.
(Eastern time) on December 2, 2021, unless extended with
respect to any Offer.
|
|
|
Early Settlement
Date...........
|
If applicable,
promptly following the applicable Early Participation Date.
Expected to be December 3, 2021, the second business day
following the Early Participation Date, unless extended with
respect to any Offer.
|
|
|
Expiration
Date.....................
|
11:59 p.m.
(Eastern time) on December 15, 2021, unless extended with
respect to any Offer.
|
|
|
Final Settlement
Date............
|
If any, promptly
following the applicable Expiration Date. Expected to be
December 17, 2021, the second business day after the
applicable Expiration Date, unless extended with respect to any
Offer.
|
The Offers will each expire at 11:59 p.m. (Eastern time) on
December 15, 2021, unless extended or earlier terminated (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the "Expiration Date"). To be
eligible to receive the applicable Total Consideration (which
includes the applicable Early Participation Payment), holders of
Notes (each, a "Holder" and, collectively, the "Holders") must
validly tender their Notes at or prior to 5:00 p.m. (Eastern
time) on December 1, 2021, unless extended or earlier
terminated (such date and time with respect to an Offer, as the
same may be extended with respect to such Offer, the "Early
Participation Date"). Holders who validly tender their Notes
after the applicable Early Participation Date, but at or prior to
the applicable Expiration Date, will be eligible to receive the
applicable Tender Consideration, which does not include the
applicable Early Participation Payment. In addition to the
applicable Consideration, Holders whose Notes are accepted for
purchase will receive a cash payment equal to the accrued and
unpaid interest on such Notes from and including the immediately
preceding interest payment date for such Notes to, but excluding,
the applicable Early Settlement Date or the applicable Final
Settlement Date, as the case may be (the "Accrued Coupon
Payment").
Notes tendered for purchase may be validly withdrawn at any
time at or prior to 5:00 p.m. (Eastern time) on
December 1, 2021, unless extended or earlier terminated (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the "Withdrawal Date"), but not
thereafter, unless extended by LyondellBasell.
Provided that all conditions to the Offers have been satisfied
at any time at or prior to the applicable Early Participation Date
or timely waived by LyondellBasell, LyondellBasell reserve the
right, at LyondellBasell's sole discretion, to settle all Notes
validly tendered at or prior to the applicable Early Participation
Date and accepted for purchase promptly following the applicable
Early Participation Date (the "Early Settlement Date"), which is
expected to be on December 3, 2021, the second business day
thereafter. The "Final Settlement Date," if any, is the date
on which LyondellBasell will settle all Notes validly tendered and
accepted for purchase and not previously settled on the Early
Settlement Date. The Final Settlement Date is expected to be
on December 17, 2021, the second business day after the
applicable Expiration Date, unless extended with respect to any
Offer.
Subject to the satisfaction or waiver of the conditions of the
Offers, the "Acceptance Priority Procedures" will operate as
follows:
- Notes will be accepted for purchase by us in accordance with
their Acceptance Priority Levels, starting with level 1 as the
highest Acceptance Priority Level and moving sequentially to series
of Notes with a lower Acceptance Priority Level (with level 5 being
the lowest Acceptance Priority Level), subject to the Waterfall Cap
and the Waterfall SubCap.
- Notes validly tendered (and not subsequently validly withdrawn)
by Holders in the Offers at or prior to the applicable Early
Participation Date will be accepted for purchase by us before any
Notes validly tendered (and not subsequently validly withdrawn) by
Holders in the Offers after the applicable Early Participation
Date, but at or prior to the applicable Expiration Date, even if
such series of Notes validly tendered after the applicable Early
Participation Date have a higher Acceptance Priority Level than the
series of Notes validly tendered on or before the applicable Early
Participation Date. All Notes, regardless of Acceptance Priority
Level, that are validly tendered at or prior to the applicable
Early Participation Date will have priority over any Notes validly
tendered after the applicable Early Participation Date.
- if the aggregate principal amount of all Notes validly tendered
(and not subsequently validly withdrawn) in the Offers at or prior
to the applicable Early Participation Date exceeds the Waterfall
Cap, none of the Notes validly tendered (and not subsequently
validly withdrawn) in the Offers after the applicable Early
Participation Date will be accepted for purchase by us, regardless
of the Acceptance Priority Level of such Notes, unless we increase
the applicable Waterfall Cap.
- if the purchase of all Notes validly tendered (and not
subsequently validly withdrawn) in the Offers at or prior to the
applicable Early Participation Date by Holders would cause the
aggregate principal amount of such Notes to be purchased by us in
the Offers to exceed the Waterfall Cap (subject to any increase in
such Waterfall Cap at our discretion), then we will (i) accept for
purchase validly tendered Notes of each series validly tendered
(and not subsequently validly withdrawn) in the Offers at or prior
to the applicable Early Participation Date, starting at the highest
Acceptance Priority Level (level 1) and moving sequentially to
Notes of each series having a lower Acceptance Priority Level (the
lowest of which is level 5), until the maximum aggregate principal
amount of all validly tendered Notes of a series, combined with the
aggregate principal amount of all accepted Notes of series with
higher Acceptance Priority Levels, is as close as possible to, but
does not exceed, the Waterfall Cap, (ii) accept on a prorated basis
validly tendered Notes of the series with the next lower Acceptance
Priority Level, as close as possible to, but does not exceed, the
Waterfall Cap, and (iii) not accept for purchase (x) any such Notes
of a series with an Acceptance Priority Level below the prorated
series, or (y) any Notes validly tendered after the applicable
Early Participation Date;
- if the purchase of all Notes validly tendered (and not
subsequently validly withdrawn) in the Offers at or prior to the
applicable Early Participation Date by Holders would not cause the
aggregate principal amount of such Notes to be purchased by us in
the Offers to exceed the Waterfall Cap (subject to any increase in
such Waterfall Cap at our discretion), at or prior to the
applicable Early Participation Date by Holders, then we will accept
for purchase on a pro rata basis the maximum aggregate principal
amount of such Notes of such series validly tendered (and not
subsequently validly withdrawn) in the Offers after the applicable
Early Participation Date and at or prior to the applicable
Expiration Date, starting at the highest Acceptance Priority Level
(level 1) and moving sequentially to Notes of each series
having a lower Acceptance Priority Level (the lowest of which is
level 5), until the maximum aggregate principal amount of all
validly tendered Notes of a series, combined with (i) the aggregate
principal amount of all Notes validly tendered at or prior to the
applicable Early Participation Date and accepted for purchase by
us, plus (ii) the aggregate principal amount of all Notes of
series with higher Acceptance Priority Levels, validly tendered
(and not subsequently validly withdrawn) after the applicable Early
Participation Date and at or prior to the applicable Expiration
Date, is as close as possible to, but does not exceed, the
Waterfall Cap.
The applicable Total Consideration payable by LyondellBasell for
each $1,000 principal amount of Notes
that are validly tendered at or prior to the applicable Early
Participation Date and accepted for purchase by LyondellBasell
pursuant to the applicable Offer will be payable in cash on the
applicable Early Settlement Date.
The applicable Tender Consideration (which is equal to the
applicable Total Consideration minus the applicable Early
Participation Payment) payable by LyondellBasell for each
$1,000 principal amount of Notes that
are validly tendered after the applicable Early Participation Date,
but at or prior to the applicable Expiration Date, and accepted for
purchase by LyondellBasell pursuant to the applicable Offer, will
be payable in cash on the applicable Final Settlement Date.
The applicable Total Consideration and the applicable Tender
Consideration payable with respect to any series of Notes does not
include the applicable Accrued Coupon Payment, which will be
payable, in cash, in addition to the applicable Total Consideration
and applicable Tender Consideration.
Promptly after the applicable Early Participation Date and prior
to the Price Determination Date, we will issue a press release
specifying (i) the aggregate principal amount of each series
of Notes validly tendered at or prior to the applicable Early
Participation Date in each Offer, (ii) the aggregate principal
amount of Notes validly tendered at or prior to the applicable
Early Participation Date and accepted in each Offer, and
(iii) the proration factor (if any) to be applied.
Promptly after the Price Determination Date, LyondellBasell will
issue a press release specifying the Offer Yield (as defined below)
and the Total Consideration for each series of Notes.
LyondellBasell has retained Deutsche Bank Securities Inc.
and Wells Fargo Securities, LLC to act as lead dealer managers for
the Offers and Morgan Stanley & Co. LLC and MUFG Securities
Americas Inc. to act as Co-Dealer Managers in connection with the
Offers. Questions regarding terms and conditions of the
Offers should be directed to Deutsche Bank Securties Inc. at
+1 (866) 627-0391 (toll-free) or +1 (212) 250-2955
(collect), or Wells Fargo Securities, LLC at +1 (866) 309-6316
(toll-free), +1 (704) 410-4756 (collect) or by e-mail at
LiabilityManagement@wellsfargo.com.
Global Bondholder Services Corporation will act as the
Tender Agent and the Information Agent for the Offers.
Questions or requests for assistance related to the Offers or
for additional copies of the Offer to Purchase may be directed to
Global Bondholder Services Corporation at (866) 470-3800 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Offer to Purchase can
be accessed at the following link
https://www.gbsc-usa.com/LyondellBasell/.
If LyondellBasell terminates any Offer with respect to one or
more series of Notes, it will give prompt notice to the Tender
Agent or the Information Agent, as applicable, and all Notes
tendered pursuant to such terminated Offer will be returned
promptly to the tendering Holders thereof. With effect from
such termination, any Notes blocked in the Depository Trust Company
("DTC") will be released.
Holders are advised to check with any
bank, securities broker or other intermediary through which they
hold Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that holder to be
able to participate in, or withdraw their instruction to
participate in the Offers before the deadlines specified herein and
in the Offer to Purchase. The deadlines set by any such
intermediary and DTC for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes. The Offers are being made solely
pursuant to the Offer to Purchase. The Offers are not being
made to Holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Offers to be made by a licensed broker or dealer, the Offers
will be deemed to be made on behalf of LyondellBasell by the dealer
managers or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, this
announcement is not being distributed to, and must not be passed on
to, persons within the United
Kingdom save in circumstances where section 21(1) of the
FSMA does not apply.
Accordingly, in the United
Kingdom, this communication is only addressed to and
directed at persons falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")) or within Article 43 of the Financial
Promotion Order or high net worth companies and other persons to
whom it may lawfully be communicated falling within Article
49(2)(a) to (d) of the Financial Promotion Order, or to other
persons to whom it may otherwise lawfully be communicated by virtue
of an exemption to Section 21(1) of the FSMA or otherwise in
circumstances where it does not apply (such persons together being
"relevant persons"). Any person who is not a relevant person
should not act or rely on any document relating to the Offers or
any of their contents.
This communication and any other documents or materials relating
to the Offer are only addressed to and directed at persons in
member states of the European Economic Area (the "EEA"), who are
"Qualified Investors" within the meaning of Article 2(1)(e) of
Regulation (EU) 2017/1129. The Offer is only available to
Qualified Investors. None of the information in the Offer to
Purchase and any other documents and materials relating to the
Offer should be acted upon or relied upon in any member state of
the EEA by persons who are not Qualified Investors.
Each Holder participating in the Offers will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes for
purchase pursuant to the Offers from a Holder that is unable to
make these representations will not be accepted. Each of
LyondellBasell, the Dealer Managers, the Tender Agent and the
Information Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Notes for purchase
pursuant to the Offers, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a
result LyondellBasell determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
FORWARD-LOOKING STATEMENTS
The statements in this release relating to matters that are not
historical facts are forward-looking statements. These
forward-looking statements are based upon assumptions of management
of LyondellBasell which are believed to be reasonable at the time
made and are subject to significant risks and uncertainties.
When used in this presentation, the words "estimate," "believe,"
"continue," "could," "intend," "may," "plan," "potential,"
"predict," "should," "will," "expect," and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words.
Factors that could cause results to differ materially from those
described in the forward-looking statements can be found in the
"Risk Factors" section of the Offer to Purchase and in the "Risk
Factors" section in our Form 10-K for the year
ended December 31, 2020 and our subsequent periodic
reports filed with the U.S. Securities and Exchange Commission.
Holders are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to
place undue reliance on these forward-looking statements.
There is no assurance that any of the actions, events or results of
the forward-looking statements will occur, or if any of them do,
what impact they will have on our results of operations or
financial condition. Forward-looking statements speak only as
of the date they were made and are based on the estimates and
opinions of management of LyondellBasell at the time the statements
are made. LyondellBasell does not assume any obligation to
update forward-looking statements should circumstances or
management's estimates or opinions change, except as required by
law.
About LyondellBasell
LyondellBasell (NYSE: LYB) is one of the largest plastics,
chemicals and refining companies in the world. Driven by its
employees around the globe, LyondellBasell produces materials and
products that are key to advancing solutions to modern
challenges like enhancing food safety through lightweight and
flexible packaging, protecting the purity of water supplies through
stronger and more versatile pipes, improving the safety, comfort
and fuel efficiency of many of the cars and trucks on the road, and
ensuring the safe and effective functionality in electronics and
appliances. LyondellBasell sells products into more than 100
countries and is the world's largest producer of polypropylene
compounds and the largest licensor of polyolefin
technologies. In 2021, LyondellBasell was named to FORTUNE
Magazine's list of the "World's Most Admired Companies" for the
fourth consecutive year.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/lyondellbasell-announces-tender-offers-for-five-series-of-notes-301426739.html
SOURCE LyondellBasell Industries