LyondellBasell subsidiary begins tender offer for 8% notes, 11% notes

By Angela McDaniels

Tacoma, Wash., Oct. 21 - LyondellBasell Industries NV subsidiary Lyondell Chemical Co. began a tender offer for up to $1,470,134,000 principal amount of its 8% senior secured dollar notes due 2017 and 8% senior secured euro notes due 2017 and up to $1,318,672,000 principal amount of its 11% senior secured dollar notes due 2018, according to a company news release.

Lyondell Chemical is also soliciting consents from registered holders to amend some terms of the notes and the indentures governing the notes to release some of the collateral securing the notes and modify other provisions relating to restrictive covenants.

Holders may either tender their notes in the tender offer or separately deliver their consents without tendering their notes. Holders who tender their notes will be deemed to have consented to the proposed amendments.

As of Oct. 20, $1,822,500,000 of the 8% dollar notes, €303.75 million of the 8% euro notes and $3,240,225,105 of the 11% notes were outstanding. All of the 8% notes and $2,637,342,089 of the 11% notes were held by non-affiliates of the company.

The cap for the 8% notes represents more than 66% of the principal amount of 8% notes held by non-affiliates. The cap for the 11% notes represents a majority of the principal amount of 11% notes held by non-affiliates.

The consent solicitation will expire at 5 p.m. ET on Nov. 2 (the early tender/consent deadline). The tender offer will expire at midnight ET on Nov. 21.

For each $1,000 or €1,000 principal amount, the total payment is $1,147.50 for the 8% dollar notes, €1,125.00 for the 8% euro notes and $1,140.00 for the 11% notes.

The total purchase price includes a consent payment of $2.50 or €2.50 and an early tender payment of $50.00 or €50.00 for notes tendered by the early tender/consent deadline.

Holders who tender after the early tender/consent deadline will receive the tender offer payment, which is $1,095.00 for the 8% dollar notes, €1,072.50 for the 8% euro notes and $1,087.50 for the 11% notes.

The company will also pay accrued interest up to but excluding the payment date.

Notes may be tendered only in principal amounts equal to the authorized denominations of that series of notes. The 8% dollar notes are authorized to be issued in minimum denominations of $100,000 and integral multiples of $1,000 above that. The 8% euro notes are authorized to be issued in minimum denominations of €50,000 and integral multiples of €1,000 above that. The 11% notes are authorized to be issued in minimum denominations of $100,000 and integral multiples of $1 in above that.

If the amount of notes tendered is more than the tender cap, notes will be accepted on a prorated basis. Even if a holder's tendered notes are prorated, the holder will be deemed to have delivered consents for all of the notes that holder tendered by the early tender/consent deadline and will receive the consent payment for all of those notes.

The tender offer and consent solicitation are subject to conditions, including the receipt of the requisite consents. The release of collateral for the 8% notes requires consents from holders of at least 66% of the outstanding 8% notes, the other amendments for the 8% notes require consents from holders of at least a majority of the outstanding 8% notes, and the amendments for the 11% notes require consents from holders of at least a majority of the outstanding 11% notes - in each case, excluding notes held by the company or any of its affiliates.

Bank of America Merrill Lynch (888 292-0070 or 980 388-4813) and Credit Suisse (800 820-1653 or 212 325-5912) are the lead dealer managers for the tender offer and the solicitation agents for the consent solicitation. Citigroup and Deutsche Bank Securities are the joint dealer managers. D.F. King & Co., Inc. (800 431-9645) is the depositary and information agent.

LyondellBasell Industries is a chemical company based in Rotterdam, the Netherlands.

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