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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 LyondellBasell Industries N.V. 8-K:1,2,8,9 2/26/24 16:929K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 278K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 90K 4: EX-5.1 Opinion of Counsel re: Legality HTML 17K 5: EX-5.2 Opinion of Counsel re: Legality HTML 94K 6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 30K 11: R1 Cover HTML 58K 13: XML IDEA XML File -- Filing Summary XML 13K 16: XML XBRL Instance -- tm247352d1_8k_htm XML 25K 12: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 8: EX-101.DEF XBRL Definitions -- lyb-20240226_def XML 74K 9: EX-101.LAB XBRL Labels -- lyb-20240226_lab XML 104K 10: EX-101.PRE XBRL Presentations -- lyb-20240226_pre XML 71K 7: EX-101.SCH XBRL Schema -- lyb-20240226 XSD 14K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 15: ZIP XBRL Zipped Folder -- 0001104659-24-028717-xbrl Zip 127K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 26, 2024
i LYONDELLBASELL INDUSTRIES N.V.
(Exact name of registrant as specified in its charter)
| The i Netherlands | i 001-34726 | i 98-0646235 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Addresses of principal executive offices)(Zip code) |
| i (713) i 309-7200 | i +44 (0) i 207 i 220 2600 | i +31 (0) i 10 i 275 5500 |
| (Registrant’s telephone numbers, including area codes) | ||
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| i Ordinary Shares, € 0.04 par value | i LYB | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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
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 | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/27/24 | ||||
| Filed on: | 2/28/24 | 4/A | ||
| For Period end: | 2/26/24 | 144, 4, 424B3, FWP | ||
| 5/17/23 | 305B2, 424B3, 8-K, FWP, POSASR | |||
| 10/10/19 | 8-K | |||
| 4/9/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 LyondellBasell Industries N.V. 10-Q 3/31/24 77:8.4M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/23 LyondellBasell Industries N.V. POSASR 5/17/23 2:187K Toppan Merrill/FA 10/10/19 LyondellBasell Industries N.V. 8-K:1,2,9 10/10/19 17:1.2M |