LyondellBasell announces tender offers for five series of notes
HOUSTON and LONDON, Nov. 17, 2021 /PRNewswire/ -- LyondellBasell Industries N.V. ("LyondellBasell") (NYSE: LYB) today announced the commencement of five separate offers (each, an "Offer" and, collectively, the "Offers") to purchase for cash up to $1.0 billion of the outstanding series of notes listed in the table below (collectively, the "Notes"). The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 17, 2021, relating to the Notes (the "Offer to Purchase"). LyondellBasell is offering to accept for purchase validly tendered Notes using a "waterfall" methodology under which LyondellBasell will accept Notes in the order of their respective acceptance priority levels set forth in the table below (each, an "Acceptance Priority Level"), subject to the Waterfall Cap (as defined below) and the Waterfall SubCap set forth in the table below.
The Offers are subject to the terms and conditions described in the Offer to Purchase, including the Acceptance Priority Procedures (as defined below), and that the maximum aggregate principal amount of Notes to be accepted for purchase by us for cash in the Offers does not exceed $1,000,000,000 (the "Waterfall Cap") and that the maximum principal amount of the 5.750% Senior Notes due 2024 to be accepted for purchase by us for cash in the applicable Offer does not exceed $225,000,000 (the "Waterfall SubCap"). The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers is conditioned on the consummation of any of the other Offers.
The Offers will each expire at 11:59 p.m. (Eastern time) on December 15, 2021, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Expiration Date"). To be eligible to receive the applicable Total Consideration (which includes the applicable Early Participation Payment), holders of Notes (each, a "Holder" and, collectively, the "Holders") must validly tender their Notes at or prior to 5:00 p.m. (Eastern time) on December 1, 2021, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Early Participation Date"). Holders who validly tender their Notes after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, will be eligible to receive the applicable Tender Consideration, which does not include the applicable Early Participation Payment. In addition to the applicable Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the applicable Early Settlement Date or the applicable Final Settlement Date, as the case may be (the "Accrued Coupon Payment"). Notes tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on December 1, 2021, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Withdrawal Date"), but not thereafter, unless extended by LyondellBasell. Provided that all conditions to the Offers have been satisfied at any time at or prior to the applicable Early Participation Date or timely waived by LyondellBasell, LyondellBasell reserve the right, at LyondellBasell's sole discretion, to settle all Notes validly tendered at or prior to the applicable Early Participation Date and accepted for purchase promptly following the applicable Early Participation Date (the "Early Settlement Date"), which is expected to be on December 3, 2021, the second business day thereafter. The "Final Settlement Date," if any, is the date on which LyondellBasell will settle all Notes validly tendered and accepted for purchase and not previously settled on the Early Settlement Date. The Final Settlement Date is expected to be on December 17, 2021, the second business day after the applicable Expiration Date, unless extended with respect to any Offer. Subject to the satisfaction or waiver of the conditions of the Offers, the "Acceptance Priority Procedures" will operate as follows:
The applicable Total Consideration payable by LyondellBasell for each $1,000 principal amount of Notes that are validly tendered at or prior to the applicable Early Participation Date and accepted for purchase by LyondellBasell pursuant to the applicable Offer will be payable in cash on the applicable Early Settlement Date. The applicable Tender Consideration (which is equal to the applicable Total Consideration minus the applicable Early Participation Payment) payable by LyondellBasell for each $1,000 principal amount of Notes that are validly tendered after the applicable Early Participation Date, but at or prior to the applicable Expiration Date, and accepted for purchase by LyondellBasell pursuant to the applicable Offer, will be payable in cash on the applicable Final Settlement Date. The applicable Total Consideration and the applicable Tender Consideration payable with respect to any series of Notes does not include the applicable Accrued Coupon Payment, which will be payable, in cash, in addition to the applicable Total Consideration and applicable Tender Consideration. Promptly after the applicable Early Participation Date and prior to the Price Determination Date, we will issue a press release specifying (i) the aggregate principal amount of each series of Notes validly tendered at or prior to the applicable Early Participation Date in each Offer, (ii) the aggregate principal amount of Notes validly tendered at or prior to the applicable Early Participation Date and accepted in each Offer, and (iii) the proration factor (if any) to be applied. Promptly after the Price Determination Date, LyondellBasell will issue a press release specifying the Offer Yield (as defined below) and the Total Consideration for each series of Notes. LyondellBasell has retained Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC to act as lead dealer managers for the Offers and Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. to act as Co-Dealer Managers in connection with the Offers. Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securties Inc. at +1 (866) 627-0391 (toll-free) or +1 (212) 250-2955 (collect), or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free), +1 (704) 410-4756 (collect) or by e-mail at LiabilityManagement@wellsfargo.com. Global Bondholder Services Corporation will act as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase can be accessed at the following link https://www.gbsc-usa.com/LyondellBasell/. If LyondellBasell terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender Agent or the Information Agent, as applicable, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in the Depository Trust Company ("DTC") will be released. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase. This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Notes. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of LyondellBasell by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this announcement is not being distributed to, and must not be passed on to, persons within the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. Accordingly, in the United Kingdom, this communication is only addressed to and directed at persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 43 of the Financial Promotion Order or high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to Section 21(1) of the FSMA or otherwise in circumstances where it does not apply (such persons together being "relevant persons"). Any person who is not a relevant person should not act or rely on any document relating to the Offers or any of their contents. This communication and any other documents or materials relating to the Offer are only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), who are "Qualified Investors" within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. The Offer is only available to Qualified Investors. None of the information in the Offer to Purchase and any other documents and materials relating to the Offer should be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors. Each Holder participating in the Offers will give certain representations in respect of the jurisdictions referred to above and generally as set out herein. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of LyondellBasell, the Dealer Managers, the Tender Agent and the Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result LyondellBasell determines (for any reason) that such representation is not correct, such tender shall not be accepted. FORWARD-LOOKING STATEMENTS About LyondellBasell
SOURCE LyondellBasell Industries For further information: Michael Waldron, 1-713-652-7200, michael.waldron@lyondellbasell.com
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