LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry Into a Material Definitive Agreement.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Item8.01. Other Events.
On February21, 2017, LyondellBasell Industries N.V. (the Company)
and its wholly owned subsidiary, LYB International Finance II
B.V. (the Issuer), entered into an Underwriting Agreement (the
Underwriting Agreement) with J.P. Morgan Securities LLC, Deutsche
Bank Securities Inc., HSBC Securities (USA) Inc. and Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representatives of
the several underwriters named therein (the Underwriters),
relating to the underwritten public offering and sale by the
Issuer of $1billion aggregate principal amount of 3.500%
Guaranteed Notes due 2027 (the Notes). The Notes are fully and
unconditionally guaranteed by the Company. The Underwriting
Agreement includes the terms and conditions for the issuance and
sale of the Notes, indemnification and contribution obligations
and other terms and conditions customary in agreements of this
type. The Notes will be issued under an indenture dated as of
March2, 2016, between the Company, the Issuer and Deutsche Bank
Trust Company Americas, as trustee (the Indenture). The terms of
the Notes and the guarantee by the Company will be set forth in
an officers certificate of the Issuer delivered to the Indenture.
Closing of the issuance and sale of the Notes is expected to
occur on March2, 2017, subject to customary closing conditions.
The Notes are being offered and sold to an automatic shelf
registration statement the Company filed with the Securities and
Exchange Commission that became effective upon filing on
February19, 2016 (Registration No.333- 209612).
On February21, 2017, the Company provided notice (the Notice of
Partial Redemption) to Wells Fargo Bank, National Association, as
trustee (the Trustee), of its intent to redeem $1billion in
aggregate principal amount of its outstanding 5.0% Senior Notes
due 2019 (the 2019 Notes), to the Indenture, dated as of April9,
2012, as supplemented (the 2012 Indenture), between the Company
and the Trustee. The Company intends to use the net proceeds from
the sale of the Notes, together with available cash from its
balance sheet, to complete the partial redemption of the 2019
Notes.
The Company will redeem the 2019 Notes on March24, 2017. The
redemption price of the 2019 Notes is equal to the principal
amount thereof plus accrued and unpaid interest up to, but
excluding, the redemption date, plus an applicable premium in
accordance with the 2012 Indenture.
The descriptions above are summaries and are qualified in their
entirety by reference to the Underwriting Agreement and the
Notice of Partial Redemption, copies of which are filed as an
Exhibit to this Form 8-K and are incorporated herein by
reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 |
Underwriting Agreement dated February21, 2017, among LyondellBasell Industries N.V., LYB International Finance II B.V. and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several underwriters named therein |
|
| 5.1 | Legal opinion of Vinson Elkins L.L.P. | |
| 8.1 | Legal opinion of De Brauw Blackstone Westbroek N.V. | |
| 23.1 | Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1) | |
| 23.2 |
Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 8.1) |
|
| 99.1 |
Notice by LyondellBasell Industries N.V. to Wells Fargo Bank, National Association, dated February21, 2017, announcing its intent to redeem $1billion of outstanding 5.0% Senior Notes due 2019 |
About LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB)
LyondellBasell Industries N.V. is a global chemical company. The Company’s segments include Olefins and Polyolefins-Americas (O&P-Americas), Olefins and Polyolefins-Europe, Asia, International (O&P-EAI), Intermediates and Derivatives (I&D), Refining, and Technology. Its O&P-Americas segment produces and markets olefins, including ethylene and ethylene co-products, and polyolefins. Its O&P-EAI segment produces and markets olefins, including ethylene and ethylene co-products, polyolefins and specialty products, including polybutene-1 and polypropylene compounds. Its I&D segment produces and markets propylene oxide and its co-products and derivatives, acetyls, including methanol, and ethylene oxide and its derivatives. Its Refining segment refines high-sulfur crude oil and other crude oils, including gasoline and distillates. Its Technology segment develops and licenses chemical, polyolefin and other process technologies, and also develops, manufactures and sells polyolefin catalysts. LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) Recent Trading Information
LYONDELLBASELL INDUSTRIES N.V. (NYSE:LYB) closed its last trading session down -0.88 at 93.13 with 2,015,375 shares trading hands.
