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![(LYONDE BASE LOGO)](h81086c3h8108617.gif) |
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Amanda K. Maki |
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Lead Counsel, SEC & Reporting |
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Tel: +1 713 309-4953 |
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Fax: +1 713 309-4631 |
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Amanda.maki@lyondellbasell.com |
Via EDGAR
September 6, 2011
Pamela Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Lyondell Chemical Company
LyondellBasell Industries N.V.
Amendment No. 2 to Registration Statement on Form S-4
File No. 333-175077 |
Ladies and Gentlemen:
Set forth below are the responses of Lyondell Chemical Company, a Delaware corporation
(LCC), LyondellBasell Industries N.V., an entity organized under the laws of The Netherlands
(LBI NV or the Company) and the registrants named in the Registration Statement (as defined
below) (together with LCC and the Company, the Registrants) to comments received from the staff
of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the
Commission) by letter dated August 31, 2011, with respect to the registration statement on Form
S-4 initially filed by the Company with the Commission on June 22, 2011, File No. 333-175077 (the
Registration Statement).
Concurrently with the submission of this letter, we are filing through EDGAR Amendment No. 2
(Amendment No. 2) to our Registration Statement. For your convenience, we have hand delivered
three full copies of Amendment No. 2, as well as three copies of Amendment No. 2 marked to show all
changes made since the filing of Amendment No. 1 to the Registration Statement.
For your convenience, each response is prefaced by the exact text of the Staffs corresponding
comment in bold, italicized text. All references to page numbers and captions correspond to
Amendment No. 2 unless otherwise specified. All terms used but not otherwise defined herein have the definitions ascribed thereto in Amendment No. 2. In addition, where
appropriate, we will incorporate the Staffs comments in future filings we make with the
Commission.
Ms. Pamela Long
Securities & Exchange Commission
September 6, 2011
Page 2 of 4
General
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1. |
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We note the acknowledgements you provided at the end of your letter to us, dated August
16, 2011. The representations you provided relate to reports filed pursuant to the
Securities Exchange Act of 1934. Before effectiveness, please provide us with a written
statement from the company acknowledging that: |
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should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing; |
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the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing;
and |
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the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States. |
The Company has included the referenced acknowledgements at the end of this letter and agrees that,
in its request for acceleration of effectiveness of its registration statements filed under the
Securities Act of 1933, as amended, including the Form S-1 currently on file, it will include the
referenced acknowledgements.
Supplemental Letter
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Please revise your supplemental letter to also represent that, with respect to any
broker-dealer that participates in the Exchange Offer with respect to Outstanding Notes
acquired for its own account as a result of market-making activities or other trading
activities, each such broker-dealer must confirm that it has not entered into any
arrangement or understanding with the Registrants or an affiliate of the Registrants to
distribute the Exchange Notes. |
The Company has revised its supplemental letter, which is being filed as of todays date, to
include the representation as requested.
Elements of our Executive Compensation Program, page 130
Annual Cash Incentive Compensation, page 130
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We note your response to comment 14 of our letter dated July 19, 2011. However, we are
unable to locate the additional disclosure you state has been provided on page 131. Please
advise. |
Ms. Pamela Long
Securities & Exchange Commission
September 6, 2011
Page 3 of 4
The additional disclosure was provided on pages 128 and 129 of Amendment No. 1 to the Form S-4; the
reference to page 131 was in error. On pages 128 and 129 of Amendment No. 1, the Company clarified
that the benchmarking that had been used for the determination of the initial compensation packages
for the named executive officers, including targeting elements of total compensation at the
50th percentile, also was used for determining the target bonus percentages for the
named executives. Additionally, the Company included a table on page 129 of Amendment No. 1 to
provide information regarding the benchmarking data.
In response to the Staffs comment, however, the Company has determined that additional disclosure
may be appropriate and, as a result, we have included additional disclosure in Amendment No. 2 to
explain, in a more comprehensive manner, how the target bonus percentages for each of the names
executive officers were determined.
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We note that at the outset of the discussion, you state that actual bonus payouts range
from zero to 300% of target; however at the conclusion of the discussion about the portion
of the bonus that is based on the company scorecard, you state that the Committee
determined that, based on various factors, less than the fu11 200% should be awarded. You
also state that the bonuses are based 50% on the company scorecard and 50% on a weighted
average of some or all award units. Please clarify what the maximum possible bonus amount
is, as a percentage of target, and how the bonus calculations under the company scorecard
and award units contribute to the amount of bonus paid. |
The maximum bonus payout for all executives other than Mr. Gallogly, whose bonus is capped pursuant
to his employment agreement at 200% of his base salary, is 300% of the target percentage of base
salary. The three hundred percent is reached by multiplying the target percentage by 200% (the
maximum amount that can be earned based on Company scorecard and award unit ratings) and by 1.5,
which is the highest individual performance multiplier allowed; therefore, if the highest
achievement under the Company scorecard and the performance multiplier were achieved, an individual
could earn 300% of his target percentage of base salary.
The Company performance results are based on the Company scorecard and the weighted average award
units rating, with each of those measures accounting for 50% of the total Company performance
results. Further, each of the metrics within the Company scorecard and the award units can receive
from 0 200% of the total, based on performance. As a result, an individuals target percentage
can be multiplied by anywhere from 0 200% depending on the performance of the Company in the
scorecard metrics and the award units ratings. Finally, the individual performance multiplier can
range from 0 to 1.5, depending on the individuals personal performance. This multiplier is used
to either increase or decrease an individuals payout after the Company performance is calculated.
The Company recognizes the complicated nature of the percentages and appreciates the Staffs
comment and, therefore, has made revisions in Amendment No. 2 to clarify these calculations.
Ms. Pamela Long
Securities & Exchange Commission
September 6, 2011
Page 4 of 4
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5. |
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Where you include new disclosure regarding the award units rating, you state that
various metrics are weighted at 10%, 20%, 20% and 20%. Please clarify what metrics the
remaining 30% is based upon. |
As described in response to comment 4, above, an individuals targeted percentage of base salary
can be multiplied by anywhere from 0 200%, based on achievement under the Company scorecard and
the award units. The Company scorecard and the award units are weighted equally, or 50% each, in
making this determination. The disclosure referred to in this comment 5 was meant to explain that
the 50% that goes into the determination of achievement of award units consists of 10% HSE; 20%
Costs and 20% Business Results for business award units and 10% HSE; 20% Costs and 20% Customer
Service for functional group award units. The Company has revised its disclosures to clarify.
The Company further acknowledges the following:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.
We trust that the foregoing is responsive to your comments. Please call me at (713) 309-4953 if
you have any questions or require any additional information.
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Very truly yours, |
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/s/ Amanda K. Maki
Amanda K. Maki
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Lead Counsel SEC & Reporting |
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cc: |
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Jessica Dickerson, Staff Attorney, Commission |