Filed
Pursuant to Rule 424(b)(3)
Registration 333-175077
Registration 333-175077
PROSPECTUS SUPPLEMENT
(to prospectus dated
September 15, 2011)
LYONDELL
CHEMICAL COMPANY
OFFER TO
EXCHANGE
$1,822,500,000
8% Senior Secured Notes Due 2017
€303,750,000 8% Senior Secured Notes Due 2017
FOR
$1,822,500,000 8% Senior Secured Notes Due 2017
€303,750,000 8% Senior Secured Notes Due 2017
that have been registered under the Securities Act of 1933
€303,750,000 8% Senior Secured Notes Due 2017
FOR
$1,822,500,000 8% Senior Secured Notes Due 2017
€303,750,000 8% Senior Secured Notes Due 2017
that have been registered under the Securities Act of 1933
This prospectus supplement relates to the Lyondell Chemical
Company offer (the “Exchange Offer”) for outstanding
8% Senior Secured Notes due 2017, in the aggregate
principal amounts of $1,822,500,000 and €303,750,000
(together, the “outstanding notes”) in exchange for
$1,822,500,000 and €303,750,000 aggregate principal amount
of 8% Senior Secured Notes due 2017 (together, the
“exchange notes”) upon the terms and conditions set
forth in the prospectus dated September 15, 2011 previously
filed with the Securities and Exchange commission (the
“Original Prospectus”), and the related letter of
transmittal (the “Letter of Transmittal”).
Except as described herein, all other terms of the Exchange
Offer and the exchange notes remain the same. Holders who have
already tendered their outstanding notes pursuant to the
Exchange Offer and who have not withdrawn such outstanding notes
do not need to take further action to receive the exchange notes
if their outstanding notes are accepted for exchange pursuant to
the Exchange Offer. Holders who wish to tender but have not done
so should follow the instructions in the Original Prospectus (as
amended by this prospectus supplement) and Letter of Transmittal.
This prospectus supplement corrects an error in the Original
Prospectus relating to our intention to list the exchange notes
on the Singapore Exchange Securities Traded Limited (the
“SGX-ST”). We do not intend to list the
exchange notes on the SGX-ST.
Resale of
Exchange Notes
The sentence that reads “We intend to list the exchange
notes on the Singapore Exchange Securities Traded Limited (the
‘SGX-ST’).” set forth under the caption
“Resale of Exchange Notes” on the cover page of the
Original Prospectus is hereby deleted in its entirety.
Singapore
Exchange Securities Trading Limited
The paragraphs on page iii of the Original Prospectus under the
heading, “SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED”, are hereby deleted in their entirety.
Terms of
the Exchange Notes
The sentence that reads “SGX-ST Listing..................We
intend to list the exchange notes on the SGX-ST” set forth
under the caption “Terms of the Exchange Notes” on
page 11 of the Original Prospectus is hereby deleted in its
entirety.
Risks
Relating to the Exchange Notes and the Exchange
Offer — If an active trading market does not develop
for the exchange notes, you may not be able to resell
them.
The sentence that reads “We intend to list the exchange
notes on the SGX-ST, but this is not expected to become an
active trading market for the bulk of the investors in the
notes.” set forth under the risk factor “If an active
trading market does not develop for the exchange notes, you may
not be able to resell them.” on page 21 of the
Original Prospectus is hereby deleted.
You should consider carefully
the risk factors beginning on page 12 of the Original
Prospectus before participating in the Exchange Offer.
Neither the Securities and Exchange Commission, nor any state
securities commission, has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is September 23,
2011