Re: | Lyondell Chemical Company Lyondell Basell Industries N.V. Registration Statement on Form S-1 Filed June 24, 2011 File No. 333-175136 |
1. | As applicable, please address, in this Form S-1, the comments set forth in our letter, dated July 19, 2011, regarding your Form S-4 (333-175077) filed June 22, 2011. Please note that neither the Form S-4 nor the Form S-1 will be declared effective until all comments relevant to both registration statements have been resolved. |
6. | In the introductory paragraph, we note your statement, The risks described below are not the only risks facing us or that may materially adversely affect our business. Please either remove this limitation on the scope of your risk factors or revise your disclosure to clarify, if true, that you have discussed all known material risk factors. |
30. | For each company that signs the registration statement, please ensure the principal executive officer, principal financial officer, and principal accounting officer or controllers sign in those capacities. In this regard, we note not all of these capacities are identified for the companies signing on pages II-9 through II-14, pages II-16 through II-17, page II-20, page II-24, and pages II-26 through II-27. |
34. | Please have counsel revise its opinion to state that Vinson & Elkins may rely on it. |
2. | Please revise the outside front cover page of the prospectus to that it includes the information required by Item 501(b)(3) and (4) of Regulation S-k. |
3. | In the third paragraph, it appears as if you mean to reference PricewaterhouseCoopers Accountants N.V. instead of PricewaterhouseCoopers LLP. Please revise your disclosure as appropriate. |
4. | Please tell us what consideration you gave to discussing the issuance of the 11% senior secured notes due 2018 and the 8% senior secured notes due 2017 in this section. |
5. | We note that you have provided the undertaking found in Item 512(i)(l) of Regulation S-K. Please tell us supplementally why you have not included the undertakings for Rule 430B, found in Item 512(a)(5) of Regulation S-K. |
6. | The reference to the General Corporation Law of the State of Delaware in the penultimate paragraph should also include all applicable Delaware statutory provisions of law and the reported judicial decisions interpreting those laws. Please have counsel confirm supplementally that the reference to the Delaware General Corporation Law includes both statutory provisions and reported judicial decisions. |
7. | As it is inappropriate for counsel to assume that the laws of the state governing the legality of the notes would be identical to the law of counsels home jurisdiction, please have counsel remove the last sentence of the penultimate paragraph on page 2 of the opinion. Additionally, please make arrangements to have counsel opine on the laws of the state of New York, which is the law governing the indenture. |
8. | In paragraph 3 on page 4, we note that counsel limits its opinion to the date hereof. Please note that depending on when the registration statement goes effective, counsel may need to file an updated opinion. In the alternative, counsel may remove the date limitation and file a new opinion with the next amendment. |
9. | Please revise the first sentence of paragraph 4 on page 5 of the opinion to clarify that the opinion is issued in connection with the registration statement and to remove the statement that it cannot be disclosed to or relied upon by any other person. While we do not object to limiting the purpose of the opinion to its use in connection with the registration statement, counsel may not limit the persons who may rely on the opinion. |
10. | Please have counsel revise its opinion to remove the assumptions contained in paragraphs 3(a), 3(b), 3(f), 3(g), 3(h), 3(i), 4(a), and 4(b) of Schedule 2 as these assumptions are inappropriate in light of counsels opinion. Note that we do not object to counsel stating that it is relying on representations made by LyondellBasell Industries N.V., and we do not object to an assumption that the indenture is the binding obligation of all parties other than LyondellBasell Industries N.V. |
| the Company is responsible for the adequacy and accuracy of the disclosure in the filing; | ||
| staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and | ||
| the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, LYONDELLBASELL INDUSTRIES N.V. |
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By: | /s/ Brenton A. Pharis | |||
Name: Brenton A. Pharis | ||||
Title: Counsel, Corporate & Securities | ||||
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