HOUSTON and LONDON,
Dec. 2, 2021 /PRNewswire/ -- LyondellBasell Industries
N.V. ("LyondellBasell") (NYSE: LYB) today announced, in connection
with its previously announced 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"Notes"), that the Notes validly tendered and not validly withdrawn
at or prior to 5:00 p.m. (Eastern time) on December 1,
2021 (the "Early Participation Date") that have (i) an
Acceptance Priority Level 1 will be accepted for purchase up
to the Waterfall SubCap of $225,000,000 in aggregate principal amount of
Notes (the "Waterfall SubCap"), using a proration factor of
approximately 43.04%, (ii) an Acceptance Priority Level 2
and 3 will be accepted for purchase, (iii) an Acceptance
Priority Level 4 will be accepted for purchase up to the
Waterfall Cap of $1,000,000,000 in
aggregate principal amount of Notes (the "Waterfall Cap"), using a
proration factor of approximately 1.91%, and (iv) an
Acceptance Priority Level 5 will not be accepted for purchase,
in accordance with 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 was advised by Global Bondholder Services
Corporation, as the Tender Agent and the Information Agent, that as
of the Early Participation Date, the aggregate principal amounts of
the Notes specified in the table below were validly tendered and
not validly withdrawn.
Acceptance
Priority
Level
|
Issuer
|
CUSIP
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Waterfall
SubCap
|
Principal
Amount
Tendered as of the
Early Participation
Date
|
Principal
Amount
Accepted for
Purchase
|
1
|
LyondellBasell
Industries N.V.
|
552081 AK7
552081 AH4
N53745 AD2
|
5.750% Senior Notes
due 2024
|
$1,000,000,000
|
$225,000,000
|
$504,039,000
|
$224,994,000
|
2
|
LYB International
Finance II B.V.
|
50247W AB3
|
3.500% Guaranteed
Notes due 2027
|
$1,000,000,000
|
N/A
|
$409,183,000
|
$409,183,000
|
3
|
LYB International
Finance III, LLC
|
50249A AC7
|
3.375% Guaranteed
Notes due 2030
|
$500,000,000
|
N/A
|
$357,957,000
|
$357,957,000
|
4
|
LYB International
Finance III, LLC
|
50249A AF0
|
1.250% Guaranteed
Notes due 2025
|
$500,000,000
|
N/A
|
$437,376,000
|
$7,866,000
|
5
|
LYB International
Finance III, LLC
|
50249A AG8
|
2.250% Guaranteed
Notes due 2030
|
$500,000,000
|
N/A
|
$334,275,000
|
$0
|
Withdrawal rights for the Offers expired at
5:00 p.m. (Eastern time) on December 1, 2021.
The Offers will each expire at 11:59 p.m. (Eastern time) on
December 15, 2021, unless extended or earlier terminated (the
"Expiration Date"). LyondellBasell's obligation to accept
Notes tendered in the Offers is subject to the terms and conditions
described in the Offer to Purchase, including the Acceptance
Priority Procedures (as described in LyondellBasell's press release
dated November 17, 2021 announcing the Offers (the "Launch
Press Release")), and that the Waterfall Cap and 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.
All conditions to the Offers were deemed satisfied by
LyondellBasell by the Early Participation Date, or timely waived by
LyondellBasell. Accordingly, LyondellBasell will settle on
December 3, 2021 (the "Early Settlement Date") all Notes
validly tendered at or prior to the Early Participation Date and
accepted for purchase by LyondellBasell. Because the
aggregate principal amount of Notes validly tendered at or prior to
the Early Participation Date exceeded the Waterfall Cap and the
Waterfall SubCap, there will be no Final Settlement Date, and no
Notes tendered after the Early Participation Date will be accepted
for purchase. Notes tendered and not purchased on the Early
Settlement Date will be returned promptly after the Early
Settlement Date.
Promptly after 10:00 a.m. (Eastern time) today,
December 2, 2021 (the "Price Determination Date"),
LyondellBasell will issue a press release specifying, among other
things, (i) the offer yield for each series of Notes, which is
equal to the sum of (a) the applicable reference yield, which shall
be based on the bid-side price of the applicable Reference
U.S. Treasury Security (specified in the Launch Press Release
for such series of Notes) as quoted on the Bloomberg reference page
"FIT1" as of 10:00 a.m. (Eastern
time), today, December 2, 2021, plus (b) the
fixed spread for the applicable series of Notes, and (ii) the
applicable Total Consideration for each series of Notes, which
includes an early participation payment of $30 per $1,000
principal amount of Notes.
On December 3, 2021, holders of Notes (each, a "Holder"
and, collectively, the "Holders") validly tendered at or prior to
the Early Participation Date that are accepted for purchase by
LyondellBasell will receive the applicable Total Consideration, in
cash, and an additional 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 Early Settlement Date (the "Accrued Coupon Payment").
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 is acting 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/.
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.
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SOURCE LyondellBasell Industries