LyondellBasell Industries, subsidiaries file plan of reorganization

By Caroline Salls

Pittsburgh, Sept. 14 - LyondellBasell Industries AF SCA and its subsidiary debtors filed a plan of reorganization and disclosure statement Friday with the U.S. Bankruptcy Court for the Southern District of New York.

Under the plan, the reorganized company will sell up to $3 billion of new common stock under a rights offering.

Plan creditor treatment

Treatment of creditors will include:

• Holders of $229 million to $342 million in administrative expense claims, $2.2 billion to $4.9 billion in debtor-in-possession new money claims and ABL claims, $11 million to $58 million in priority tax claims, and $700,000 to $5 million in priority non-tax claims will recover 100% in cash;

• Holders of $98 million to $104 million in secured tax claims will recover 100% either in cash or through retaining their liens on the claims;

• Holders of $3.25 billion in DIP roll-up claims will recover 100% through either their share of new notes or cash;

• Holders of $9.46 billion in senior secured claims will receive a share of the new common stock in the reorganized company, a share of litigation reserved common stock, their rights to purchase rights offering new common stock and deficiency claims against all obligor debtors and an allowed $9.46 billion claim against specified debtors;

• Holders of $8.297 billion in bridge loan claims will receive a share of the new common stock in the reorganized company, a share of litigation reserved common stock, their rights to purchase rights offering new common stock and deficiency claims against all obligor debtors and an allowed $8.297 billion claim against specified debtors;

• Holders of $290 million to $371 million in other secured claims will recover 100% either through reinstatement of their claims, through payment in the ordinary course of business or through the transfer of the collateral securing the claims;

• Holders of $711 million to $970 million in general unsecured claims against the obligor debtors, excluding Lyondell Chemical and Basell USA Inc., will receive a share of any litigation reserved common stock and a share of the company's litigation trust;

• Holders of $684 million to $958 million in general unsecured claims against Lyondell Chemical and $326 million to $373 million in general unsecured claims against Basell USA will receive a share of new common stock in the reorganized company, a share of litigation reserved common stock and a share of the litigation trust;

• Holders of general unsecured claims against the non-obligor debtors will receive a share of new common stock, based on the resolution of committee litigation;

• Holders of $1.11 billion to $1.72 billion in general unsecured claims against schedule III debtors will receive a share of disbursement trust beneficial interests, based on the resolution of committee litigation;

• Holders of $1.35 billion in 2015 note claims will receive the same treatment as holders of general unsecured claims against obligor debtors. However, to the extent that any holder of a 2015 notes claim receives or is entitled to receive property pursuant to the plan, that property will be turned over to the senior secured lenders and bridge lenders under an intercreditor agreement;

• Holders of 2015 notes claims against obligor non-debtors will receive no distribution under the plan;

• Holders of securities claims, subordinated claims, equity interests in LyondellBasell Finance Co., equity interests in LyondellBasell Industries and equity interests in schedule III debtors will receive no distribution; and

• Equity interests in other debtors will either continue to be held by the applicable debtor, will be cancelled in exchange for new equity or will be transferred under the plan.

Lyondell is a U.S. subsidiary of LyondellBasell Industries AF SCA, a Netherlands-based polymer, petrochemicals and fuels company. LyondellBasell's U.S. operations and one of its European holding companies filed for bankruptcy on Jan. 6, 2009. The Chapter 11 case number is 09-10023.

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