Lyondell begins tender offer, consent solicitation for 8%, 11% notes

By Angela McDaniels

Tacoma, Wash., March 26 - LyondellBasell Industries NV subsidiary Lyondell Chemical Co. began tender offers for its $618,885,000 of 8% senior secured dollar notes due 2017, €103,923,000 of 8% senior secured euro notes due 2017 and $1,921,552,993 of 11% senior secured notes due 2018, according to a company news release.

Lyondell Chemical is also soliciting consents from registered holders of the notes to eliminate substantially all of the covenants in the indentures governing the notes.

Holders who tender by the consent payment expiration must also deliver consents to the proposed amendments, and holders may not deliver consents without also tendering the related notes. The consent payment expiration is 5 p.m. ET on April 6.

The proposed amendments to the indenture governing the 8% notes require consents from the holders of at least a majority of the outstanding 8% notes, and the proposed amendments to the indenture governing the 11% notes require consents from the 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.

The company noted that the liens on all of the collateral securing the notes have been released under previously executed supplemental indentures to the indentures.

The company is offering $1,125.00 per $1,000 principal amount of 8% dollar notes, €1,117.50 per €1,000 principal amount of 8% euro notes and $1,105.00 per $1,000 principal amount of 11% notes. These amounts include a consent payment of $30.00 or €30.00 for each note tendered by the consent payment expiration.

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

The company expects to settle dollar notes tendered by the consent payment expiration on April 9 and euro notes tendered by the consent payment expiration on April 10. The final settlement date is expected to be April 23.

The tender offers will expire at 11:59 p.m. ET on April 20.

The consummation of the tender offers and consent solicitations is subject to the issuance of at least $3 billion principal amount of new senior notes by LyondellBasell and the execution of effective supplemental indentures.

The lead dealer managers and solicitation agents are Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-5912) and Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106). J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Deutsche Bank Securities Inc. are acting as joint dealer managers and solicitation agents. The depositary and information agent is D.F. King & Co., Inc. (800 290-6427).

LyondellBasell is a plastics, chemical and refining company based in Rotterdam, the Netherlands.

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