UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| 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 in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Officer’s Certificate (including the forms of the Notes), copies of which are filed as Exhibits 4.1, 4.2 and 4.3 to this Form 8-K and are incorporated herein by reference.
| 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.
| 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
*Filed herewith
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 undersigned, 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 | |