LyondellBasell Enters Material Agreement, Incurs New Financial Obligation

TL;DR

**LyondellBasell just took on a new material agreement and financial obligation, signaling potential shifts in their balance sheet.**

AI Summary

LyondellBasell Industries N.V. filed an 8-K on February 28, 2024, reporting an event that occurred on February 26, 2024. The filing indicates the entry into a material definitive agreement and the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The specific details of the agreement and financial obligation are not provided in the excerpt, but the company's business address is 1221 McKinney St., Suite 700, Houston, TX 77010.

Why It Matters

This filing signals a significant corporate action for LyondellBasell, potentially impacting its financial structure and future operations through new agreements and obligations.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and material agreements without specific details, which could introduce unknown risks or opportunities.

Key Players & Entities

• LyondellBasell Industries N.V. (company) — Registrant
• February 26, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filing date
• 001-34726 (other) — Commission File Number
• 98-0646235 (other) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $750 million — blic offering and sale by the Issuer of $750 million aggregate principal amount of 5.500% Gu

Filing Documents

• tm247352d1_8k.htm (8-K) — 47KB
• tm247352d1_ex1-1.htm (EX-1.1) — 279KB
• tm247352d1_ex4-3.htm (EX-4.3) — 91KB
• tm247352d1_ex5-1.htm (EX-5.1) — 17KB
• tm247352d1_ex5-2.htm (EX-5.2) — 94KB
• tm247352d1_ex8-1.htm (EX-8.1) — 30KB
• tm247352d1_ex5-1img001.jpg (GRAPHIC) — 10KB
• tm247352d1_ex5-1img002.jpg (GRAPHIC) — 11KB
• tm247352d1_ex5-2img001.jpg (GRAPHIC) — 10KB
• tm247352d1_ex8-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-028717.txt ( ) — 943KB
• lyb-20240226.xsd (EX-101.SCH) — 3KB
• lyb-20240226_def.xml (EX-101.DEF) — 26KB
• lyb-20240226_lab.xml (EX-101.LAB) — 36KB
• lyb-20240226_pre.xml (EX-101.PRE) — 25KB
• tm247352d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 28, 2024, LyondellBasell Industries N.V. (the "Company") and its wholly owned subsidiary, LYB International Finance III, LLC (the "Issuer"), completed the underwritten public offering and sale by the Issuer of $750 million aggregate principal amount of 5.500% Guaranteed Notes due 2034 (the "Notes"). The Notes are fully and unconditionally guaranteed by the Company. The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3ASR (Registration No. 333- 261639), as amended by Post-Effective Amendment No. 1 thereto dated May 17, 2023, and was made pursuant to the prospectus dated May 17, 2023 (the "Base Prospectus"), as supplemented by the prospectus supplement dated February 26, 2024 relating to the Notes and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act (together with the Base Prospectus, the "Prospectus"). The Notes were issued under a base indenture, dated as of October 10, 2019, among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee (the "Base Indenture"), as supplemented by a supplemental indenture dated May 17, 2023 among the Company, the Issuer, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Supplemental Indenture," and the Base Indenture as so supplemented, the "Indenture"). The terms of the Notes and the guarantees by the Company are set forth in an officer's certificate of the Issuer dated February 28, 2024 delivered pursuant to the Indenture (the "Officer's Certificate"). The descriptions of the Notes, the Indenture, and the Officer's Certificate are included in the Prospectus and are incorporated herein by reference. The foregoing description of the Indenture is qualified i

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On February 26, 2024, the Company and the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, relating to the underwritten public offering and sale by the Issuer of the Notes. The description above is a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. Also on February 26, 2024, the Company provided notice of its intention to redeem all of its outstanding 5.750% Senior Notes due 2024 (the "2024 Notes") on March 27, 2024 (the "Redemption Date"), pursuant to the terms of the Indenture, dated as of April 9, 2012, between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee, relating to the 2024 Notes. The Company will redeem the 2024 Notes at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1* Underwriting Agreement dated February 26, 2024 among LyondellBasell Industries N.V., LYB International Finance III, LLC, and Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein. 4.1 Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019). 4.2 Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023). 4.3* Officer's Certificate of LYB International Finance III, LLC relating to the 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024. 4.4* Form of LYB International Finance III, LLC's 5.500% Guaranteed Notes due 2034 (included in Exhibit 4.3). 5.1* Legal opinion of Gibson, Dunn & Crutcher LLP. 5.2* Legal opinion of De Brauw Blackstone Westbroek N.V. 8.1* Legal opinion of De Brauw Blackstone Westbroek N.V. 23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 23.2* Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits 5.2 and 8.1 ). 104* The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. *Filed herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the un dersigned, hereunto duly authorized. LYONDELLBASELL INDUSTRIES N.V. Date: February 28, 2024 By: /s/ Jeffrey A. Kaplan Name: Jeffrey A. Kaplan Title: Executive Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR