Lyondell Chemical Company Announces Early Tender Offer Results and Receipt of Consents for its 8% Senior Secured Notes Due 2017 and 11% Senior Secured Notes Due 2018

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Apr 06, 2012, 07:31 ET

ROTTERDAM, Netherlands, April 6, 2012 /PRNewswire/ -- LyondellBasell Industries N.V. (NYSE: LYB) today announced the results of the early tenders and related consents for the previously announced cash tender offers (the "Tender Offers") by its wholly-owned subsidiary, Lyondell Chemical Company ("Lyondell Chemical"), for any and all of Lyondell Chemical's outstanding 8% Senior Secured Dollar Notes due 2017 (the "Dollar Notes") and outstanding 8% Senior Secured Euro Notes due 2017 (the "Euro Notes" and, together with the Dollar Notes, the "8% Notes") and any and all of Lyondell Chemical's outstanding 11% Senior Secured Notes due 2018 (the "11% Notes" and together with the 8% Notes, the "Notes")[1] and consent solicitations (the "Consent Solicitations" and, together with the Tender Offers, the "Offer") to eliminate substantially all of the covenants in the indentures governing the Notes.

As of the previously announced consent payment expiration deadline of 5:00 p.m., New York City time, on April 6, 2012 (the "Consent Payment Expiration"), $606,177,000 in aggregate principal amount, or approximately 97.95%, of the Dollar Notes outstanding has been validly tendered and not withdrawn, euro 101,323,710 in aggregate principal amount, or approximately 97.50%, of the Euro Notes outstanding has been validly tendered and not withdrawn and $1,863,374,256 in aggregate principal amount, or approximately 96.97%, of the 11% Notes outstanding has been validly tendered and not withdrawn. The Early Settlement Date for the Tender Offers is expected to occur on April 9, 2012, except that in the case of the Euro Notes, the Early Settlement Date is expected to occur on April 10, 2012.

Holders who have not tendered their Notes may still do so pursuant to the Offer to Purchase and Consent Solicitation Statement, dated March 26, 2012 (the "Statement"), until 11:59 p.m., New York City time, on April 20, 2012, unless the Offer is extended or earlier terminated by Lyondell Chemical. However, holders who tender their Notes and deliver their consents after the Consent Payment Expiration will not be entitled to receive the previously announced consent payment of $30.00 per $1,000 (or euro 30.00 per euro 1,000 in the case of the Euro Notes) principal amount of Notes. Rather, such holders will be entitled to receive only the previously announced tender offer consideration of $1,095.00 per $1,000 principal amount of Dollar Notes, euro 1,087.50 per euro 1,000 principal amount of Euro Notes and $1,075.00 per $1,000 principal amount of 11% Notes.

As previously announced, holders of more than a majority of the outstanding principal amount of the 8% Notes and holders of more than a majority of the outstanding principal amount of the 11% Notes have provided consents to adopt the proposed amendments to the indentures pursuant to which the Notes were issued. As a result, on April 4, 2012, Lyondell Chemical and the trustees executed supplemental indentures to amend the indentures governing the Notes to eliminate substantially all of the covenants in the indentures governing such Notes. These amendments to the indentures become operative upon consummation of the Tender Offers.

The complete terms and conditions of the Offer are described in the Statement and related Letter of Transmittal and Consent (the "Letter of Transmittal"), copies of which may be obtained by contacting D.F. King & Co., Inc. as the depositary and information agent at (800) 290-6427 (toll free). Credit Suisse and Citigroup are acting as the Lead Dealer Managers and Solicitation Agents for the Offer. J.P. Morgan, BofA Merrill Lynch and Deutsche Bank Securities are acting as Joint Dealer Managers and Solicitation Agents for the Offer. For additional information regarding the terms of the Offer, please contact: Credit Suisse at (800) 820-1653 (toll free) or (212) 325-5912 (collect) or Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE STATEMENT AND LETTER OF TRANSMITTAL, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER WHICH HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

NEITHER THE TENDER OFFERS NOR THE CONSENT SOLICITATIONS ARE BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF OR ACCEPTANCE OF THE TENDER OFFERS OR THE CONSENT SOLICITATIONS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. LYONDELL CHEMICAL EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO TERMINATE THE TENDER OFFERS AND/OR THE CONSENT SOLICITATIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE A NOTICE OF REDEMPTION OR AN OBLIGATION TO ISSUE A NOTICE OF REDEMPTION IN RESPECT OF ANY OF THE NOTES.

THE PREVIOUSLY ANNOUNCED OFFERING OF LYONDELLBASELL INDUSTRIES N.V.'S 5.000% SENIOR NOTES DUE 2019 AND 5.750% SENIOR NOTES DUE 2024 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

About LyondellBasell

LyondellBasell (NYSE: LYB) is one of the world's largest plastics, chemical and refining companies. The company manufactures products at 58 sites in 18 countries. LyondellBasell products and technologies are used to make items that improve the quality of life for people around the world including packaging, electronics, automotive parts, home furnishings, construction materials and biofuels. More information about LyondellBasell can be found at www.lyondellbasell.com.

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. In many cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms and other comparable terminology. These statements are only predictions. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. The forward-looking statements made in this press release relate only to events as of the date of this release. We undertake no ongoing obligation to update these statements.

Media Contact: David A. Harpole +1 713-309-4125
Investor Contact: Douglas J. Pike +1 713-309-7141

[1] The liens on all of the collateral securing the Notes have been released pursuant to previously executed supplemental indentures to the indentures governing such Notes.

SOURCE LyondellBasell Industries