Lyondell announces completion of tender offer for three note series

By Toni Weeks

San Diego, April 23 - LyondellBasell Industries NV subsidiary Lyondell Chemical Co. announced in a press release the results of its tender offer, which expired at 11:59 p.m. ET on April 20.

The company accepted for tender $608,431,000 principal amount, or 98.31%, of its $618,885,000 of 8% senior secured dollar notes due 2017, €102,538,710, or 98.67%, of its €103,923,000 of 8% senior secured euro notes due 2017 and $1,863,694,256, or 96.99%, of its $1,921,552,993 of 11% senior secured notes due 2018.

Those amounts are a slight increase from the amounts tendered by the consent payment expiration, 5 p.m. ET on April 6. As of that time, holders had tendered $606,177,000 principal amount, or 97.95%, of the 8% dollar notes, €101,323,710, or 97.5%, of the 8% euro notes and $1,863,374,256, or 96.97%, of the 11% notes.

Early settlement occurred on April 9 for the 8% dollar notes and the 11% notes and on April 10 for the 8% euro notes. The final settlement date was expected to be April 23 for the 8% dollar notes and the 11% notes and April 24 for the 8% euro notes.

The total purchase price was $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 included 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 announced on April 5 that Lyondell Chemical had received tenders for more than a majority of its three series of notes and that it had executed supplemental indentures to amend the notes to eliminate substantially all of the covenants in the indentures, which will not become operative until the tender offers are completed.

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

Holders who tendered by the consent payment expiration needed to deliver consents to the proposed amendments, and holders could not deliver consents without also tendering the related notes, as previously noted.

The proposed amendments to the indenture governing the 8% notes required consents from holders of a majority of the outstanding 8% notes, and the proposed amendments to the indenture governing the 11% notes required 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 had been released under previously executed supplemental indentures.

The completion of the tender offers and consent solicitations were subject to the issuance of at least $3 billion principal amount of new senior notes by LyondellBasell.

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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