LyondellBasell subsidiary effectively closes tender for 8%, 11% notes

By Jennifer Chiou

New York, Nov. 7 - LyondellBasell Industries NV said that subsidiary Lyondell Chemical Co. has accepted the maximum cap amounts in the tender offers for its 8% senior secured dollar notes due 2017, 8% senior secured euro notes due 2017 and 11% senior secured dollar notes due 2018.

As announced after the early tender date of Nov. 2, the company received tenders for $2,196,634,255 total, or 98.62%, of its 8% notes and $2,618,963,978, or 99.3%, of the 11% notes.

As already reported, holders of an additional $3,694,857, or 0.17%, of the 8% notes and of another $1,308,013, or 0.05%, of the 11% notes provided consents without tendering their notes.

Lyondell Chemical accepted tenders for $1,470,134,000 principal amount of its 8% dollar notes and 8% euro notes and $1,318,672,000 principal amount of its 11% notes. The figure for the 8% notes series includes tenders for $1,203,615,000 of the dollar notes and €199,827,000 of the euro notes.

The proration factor for the 8% dollar notes was 66.9831%. It was 66.6481% for the euro notes and 50.3509% for the 11% notes.

The company said that holders who tender notes or deliver consents after the early deadline will not have any securities accepted for payment.

The tender offer was to end at midnight ET on Nov. 21, but the offer was already oversubscribed. The tender began on Oct. 21.

Lyondell Chemical previously said it received the needed consents to amend the notes and, as a result, executed supplemental indentures, which will result in the release of all of the collateral securing the 8% notes and all of the collateral securing the 11% notes as well as modify other provisions relating to restrictive covenants.

For each $1,000 or €1,000 principal amount, the total payment was $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 included 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 and consent deadline.

Though none of the notes will be accepted, holders who tendered after the early tender and consent deadline were to receive the tender offer payment, which was $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 also paid accrued interest up to but excluding the payment date.

Offer details

As previously noted, holders could 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.

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

Notes could only be tendered 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.

Even if a holder's tendered notes are prorated, the holder was deemed to have delivered consents for all of the notes that holder tendered by the early tender and consent deadline and still received the consent payment for all of those notes.

The tender offer and consent solicitation were conditioned on receiving the needed consents. The release of collateral for the 8% notes required consents from holders of at least 66% of the outstanding 8% notes, the other amendments for the 8% notes required consents from holders of at least a majority of the outstanding 8% notes, and the amendments for the 11% notes required 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) were 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) was the depositary and information agent.

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

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