LyondellBasell gets needed majority consents to amend 8%, 11% notes

By Susanna Moon

Chicago, April 5 - LyondellBasell Industries NV said its subsidiary Lyondell Chemical Co. had received tenders for more than a majority of 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.

As a result, Lyondell Chemical executed supplemental indentures to amend the notes to eliminate substantially all of the covenants in the indentures, which will not become operative until the company completes its cash tender offers, according to a press release.

The company began the tender offers and consent solicitations on March 26.

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, as previously noted. 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 holders of a majority of the outstanding 8% notes, and the proposed amendments to the indenture governing the 11% notes require consents from holders of a majority of the outstanding 11% notes, in each case, excluding notes held by the company or any of its affiliates.

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

The total purchase price is $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 tendered by the early deadline. The total amounts include a consent payment of $30.00 or €30.00 for each note.

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

The company previously said it 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 continue to run until 11:59 p.m. ET on April 20.

Holders may no longer withdraw tendered notes. Those who tender after the consent deadline will receive not receive the early tender premium.

The completion 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.

LyondellBasell priced $3 billion of non-callable senior notes in two tranches on March 26. The company priced a $2 billion tranche of seven-year notes at par to yield 5% and a $1 billion tranche of 12-year notes at par to yield 5¾%.

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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