LyondellBasell Industries N.V S-3ASR, filed Dec 14, 2021
LyondellBasell Industries N.V. (LYB)
S-3ASR
2021-12-14
View Original
Added on
October 19, 2026
As filed with the Securities and Exchange Commission on December 14, 2021
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________________
| LYONDELLBASELL INDUSTRIES N.V. | LYB INTERNATIONAL FINANCE B.V. LYB INTERNATIONAL FINANCE II B.V. | ||||
| (Exact name of registrant as specified in its charter) | (Exact name of each registrant as specified in its charter) | ||||
| The Netherlands | The Netherlands | ||||
| (State or other jurisdiction of incorporation or organization) | (State or other jurisdiction of incorporation or organization) | ||||
| 98-0646235 | 98-1109195, 98-1287217 | ||||
| (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | ||||
4th Floor, One Vine Street London, W1J0AH The United Kingdom +44 (0)207 220 2600 | Delftseplein 27E 3013AA Rotterdam The Netherlands +31 (0)10 275 5500 | ||||
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||||
Jeffrey A. Kaplan 4th Floor, One Vine Street London, W1J0AH The United Kingdom +44 (0)207 220 2600 | Jeffrey A. Kaplan Delftseplein 27E 3013AA Rotterdam The Netherlands +31 (0)10 275 5500 | ||||
| (Name, address, including zip code, and telephone number, including area code, of agent for service) | (Name, address, including zip code, and telephone number, including area code, of agent for service) | ||||
LYB International Finance III, LLC (Exact name of registrant as specified in its charter) Delaware | ||
| (State or other jurisdiction of incorporation or organization) | ||
| 81-5180761 | ||
| (I.R.S. Employer Identification Number) | ||
| Jeffrey A. Kaplan 1221 McKinney St. Houston, Texas 77010 USA +1 (713) 309-7200 | ||
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
| Title of Each Class of Securities to be Registered | Amount to be Registered/Proposed Maximum Offering Price per Unit/Proposed Maximum Aggregate Offering Price/Amount of Registration Fee (1) | ||||
| Ordinary shares, par value €0.04 per share, of LyondellBasell Industries N.V. | |||||
| Debt Securities of LyondellBasell Industries N.V., LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC | |||||
| Guarantees by LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC of LyondellBasell Industries N.V. Debt Securities (2) | |||||
| Guarantees by LyondellBasell Industries N.V. of LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC Debt Securities (2) | |||||
| Warrants of LyondellBasell Industries N.V. | |||||
| Units (3) | |||||
(1) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees, which will be paid in advance or on a pay-as-you-go basis.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is payable.
(3) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
PROSPECTUS
LyondellBasell Industries N.V.
ORDINARY SHARES
DEBT SECURITIES
WARRANTS
GUARANTEES
UNITS
LYB International Finance B.V.
LYB International Finance II B.V.
LYB International Finance III, LLC
DEBT SECURITIES
GUARANTEES
UNITS
We or selling securityholders may from time to time offer to sell the securities listed above in one or more classes or series in amounts, at prices and on terms that will be determined at the time of the offering.
Each time we or a selling securityholder sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.
LyondellBasell Industries N.V.’s ordinary shares are listed on the New York Stock Exchange under the symbol “LYB.”
You should consider carefully the risk factors included in our periodic reports filed with the Securities and Exchange Commission and the applicable prospectus supplement before you invest in our securities.
________________________
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.
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The date of this prospectus is December 14, 2021.
TABLE OF CONTENTS
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We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but our business, financial condition or results of operations may have changed since that date.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.
We based forward-looking statements on our current expectations, estimates and projections of our business and the industries in which we operate. We caution you that these statements are not guarantees of future performance. They involve assumptions about future events that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:
•the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity nature of our products and the time required to implement pricing changes;
•our operations in the United States (“U.S.”) have benefited from low-cost natural gas and natural gas liquids; decreased availability of these materials (for example, from their export or regulations impacting hydraulic fracturing in the U.S.) could reduce the current benefits we receive;
•if crude oil prices fall materially, or remain low relative to U.S. natural gas prices, we would see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;
•industry production capacities and operating rates may lead to periods of oversupply and low profitability;
•we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results; for example, because the Houston refinery is our only refining operation, we would not have the ability to increase production elsewhere to mitigate the impact of any outage at that facility;
•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs, restrict our operations and reduce our operating results;
•our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;
•our ability to acquire new businesses and assets and integrate those operations into our existing operations and make cost-saving changes in operations;
•uncertainties associated with worldwide economies could create reductions in demand and pricing, as well as increased counterparty risks, which could reduce liquidity or cause financial losses resulting from counterparty default;
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•uncertainties related to the extent and duration of the pandemic-related decline in demand, or other impacts due to the pandemic in geographic regions or markets served by us, or where our operations are located, including the risk of prolonged recession;
•the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax and environmental matters may increase our costs, reduce demand for our products, or otherwise limit our ability to achieve savings under current regulations;
•any loss or non-renewal of favorable tax treatment under agreements or treaties, or changes in laws, regulations or treaties, may substantially increase our tax liabilities;
•we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical and refining industries, which would negatively affect our operating results;
•we rely on continuing technological innovation, and an inability to protect our technology, or others’ technological developments, could negatively impact our competitive position;
•we may be unable to meet our sustainability goals, including the ability to operate safely, increase production of recycled and renewable-based polymers, and reduce our emissions;
•we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could negatively affect our liquidity and our results of operations;
•we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;
•if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements, those obligations could be accelerated, which we may not be able to repay; and
•we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.
Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.
All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 regarding the securities we or selling securityholders may offer from time to time. This prospectus does not contain all of the information found in the registration statement. For further information regarding LyondellBasell Industries N.V., LYB International Finance B.V., LYB International Finance II B.V., LYB International Finance III, LLC and the securities offered by this prospectus, you should review the entire registration statement, including its exhibits and schedules, filed under the Securities Act. The registration statement of which this prospectus forms a part, including its exhibits and schedules, can be downloaded from the SEC’s web site at http://www.sec.gov.
The SEC allows us to “incorporate by reference” the information that LyondellBasell Industries N.V. has filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus. We incorporate by reference in this prospectus the following documents that LyondellBasell Industries N.V. has previously filed with the SEC and in connection with any offering of securities hereby, any subsequent filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) prior to the completion of such offering:
•Annual Report on Form 10‑K for the fiscal year ended December 31, 2020, as filed with the SEC on February 25, 2021;
•Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, as filed with the SEC on April 30, 2021, July 30, 2021, and October 29, 2021 respectively;
•Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 12, 2021 (to the extent incorporated by reference in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2020);
•Current Reports on Form 8-K filed with the SEC on March 18, 2021, May 28, 2021, July 2, 2021, July 20, 2021, August 25, 2021, August 27, 2021, November 24, 2021, and December 13, 2021; and
•The description of LyondellBasell Industries N.V.’s ordinary shares contained in our Registration Statement on Form 10 filed with the SEC pursuant to Section 12 of the Exchange Act, on April 28, 2010, as amended, including any future amendment or report filed for the purpose of updating such description, including the Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act, filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 20, 2020.
You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number and may view the documents by accessing our website at www.lyb.com:
LyondellBasell Industries N.V.
c/o Lyondell Chemical Company
1221 McKinney Street, Suite 300
Houston, Texas 77010
Attn: Corporate Secretary
(713) 309-7200
Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC using a “shelf” registration process. We or the selling securityholders may sell any combination of the securities described in this prospectus from time to time up to an indeterminate dollar amount.
The types of securities that we or selling securityholders may offer and sell from time to time pursuant to this prospectus are:
• ordinary shares of LyondellBasell Industries N.V.;
• debt securities of LyondellBasell Industries N.V., which may be fully and unconditionally guaranteed by LYB International Finance B.V., LYB International Finance II B.V. and LYB International Finance III, LLC;
• debt securities of LYB International Finance B.V. fully and unconditionally guaranteed by LyondellBasell Industries N.V.;
• debt securities of LYB International Finance II B.V. fully and unconditionally guaranteed by LyondellBasell Industries N.V.;
• debt securities of LYB International Finance III, LLC fully and unconditionally guaranteed by LyondellBasell Industries N.V.;
• warrants of LyondellBasell Industries N.V.; and
• units consisting of any of the securities listed above.
Each time we or selling securityholders sell securities pursuant to this prospectus, we will describe in a prospectus supplement, which will be delivered with this prospectus, specific information about the offering and the terms of the particular securities offered. In each prospectus supplement we will include the following information, if applicable:
• the type and amount of securities that we or selling securityholders propose to sell;
• the identity of the selling securityholders, if any;
• the public offering price of the securities;
• the names of any underwriters or agents through or to which we or selling securityholders will sell the securities;
• any compensation of those underwriters or agents; and
• information about any securities exchanges or automated quotation systems on which the securities will be listed or traded.
In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”
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Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include such information or add, update or change the information contained in this prospectus (i) by means of a post-effective amendment to the registration statement of which this prospectus is a part; (ii) through filings we make with the SEC that are incorporated by reference into this prospectus; or (iii) by any other method as may then be permitted under applicable law, rules or regulations.
As used herein, the term “LyondellBasell” refers to LyondellBasell Industries N.V. and, where the context requires, its direct and indirect subsidiaries. “LYB International Finance” refers to LYB International Finance B.V. “LYB International Finance II” refers to LYB International Finance II B.V. “LYB International Finance III” refers to LYB International Finance III, LLC. References to “we,” “us,” “our,” and “the Company” refer to LyondellBasell Industries N.V. and its consolidated subsidiaries, taken as a whole, unless the context clearly indicates otherwise.
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LYONDELLBASELL INDUSTRIES N.V.
LyondellBasell is a global, independent chemical public company with limited liability (naamloze vennootschap) incorporated under Dutch law by deed of incorporation dated October 15, 2009.
We are one of the world’s top independent chemical companies based on revenues. We participate globally across the petrochemical value chain and are an industry leader in many of our product lines. Our chemicals businesses consist primarily of large processing plants that convert large volumes of liquid and gaseous hydrocarbon feedstocks into plastic resins and other chemicals. Our chemical products tend to be basic building blocks for other chemicals and plastics, while our plastic products are typically used in large volume applications as well as smaller specialty applications. Our customers use our plastics and chemicals to manufacture a wide range of products that people use in their everyday lives including food packaging, home furnishings, automotive components, paints and coatings. Our refining business consists of our Houston refinery, which processes crude oil into refined products such as gasoline, diesel and jet fuel. We also develop and license chemical and polyolefin process technologies and manufacture and sell polyolefin catalysts.
The executive offices of LyondellBasell are located at 4th Floor, One Vine Street, London, W1J 0AH, The United Kingdom. LyondellBasell’s telephone number at that office is +44 (0) 207 220 2600 and its internet address is www.lyb.com. Other than the documents expressly incorporated herein by reference, the information on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.
LYB INTERNATIONAL FINANCE B.V.
LYB INTERNATIONAL FINANCE II B.V.
LYB INTERNATIONAL FINANCE III, LLC
LYB International Finance was incorporated as a private company with limited liability (besloten vennootschap) under the laws of the Netherlands on May 14, 2013. LYB International Finance II was incorporated as a private company with limited liability (besloten vennootschap) under the laws of the Netherlands on January 28, 2016. LYB International Finance III was formed as a limited liability company under the laws of the State of Delaware on December 28, 2016. LYB International Finance, LYB International Finance II and LYB International Finance III are wholly (100%) owned subsidiaries of LyondellBasell. LYB International Finance, LYB International Finance II and LYB International Finance III are financing vehicles for LyondellBasell and its consolidated subsidiaries. LYB International Finance, LYB International Finance II and LYB International Finance III have no independent operations, other than issuing debt, hedging such debt when appropriate and on-lending funds raised from such issuances to LyondellBasell and its consolidated subsidiaries. LYB International Finance, LYB International Finance II and LYB International Finance III will lend substantially all proceeds of their borrowings to LyondellBasell and its consolidated subsidiaries. LyondellBasell will fully and unconditionally guarantee the debt securities issued by LYB International Finance, LYB International Finance II and LYB International Finance III as to payment of principal, premium (if any), interest and any other amounts due on such debt securities. The executive offices of LYB International Finance and LYB International Finance II at Delftseplein 27E, 3013AA Rotterdam, The Netherlands. LYB International Finance and LYB International Finance II’s telephone number at that office is +31 (0)10 275 5500. The executive offices of LYB International Finance III are located at 1221 McKinney St., Houston, Texas, 77010 United States. LYB International Finance III’s telephone number at that office is +1 (713) 309-7200.
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RISK FACTORS
Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds we receive from the sale of securities by us for general corporate purposes, which may include the repayment or refinancing of indebtedness, capital expenditures, dividends, acquisitions, repurchases or redemptions of our securities and working capital requirements. The net proceeds may be temporarily invested or applied to repay short-term or revolving debt prior to use. LYB International Finance, LYB International Finance II and LYB International Finance III will lend substantially all of the net proceeds each receives from the sale of its securities to LyondellBasell and its consolidated subsidiaries. Unless otherwise specified in the applicable prospectus supplement, we will not receive any proceeds from the sale of securities by selling securityholders.
DESCRIPTION OF CAPITAL STOCK
General
The following descriptions are summaries of material terms of LyondellBasell’s ordinary shares, with a par value of four eurocents (€0.04) each, LyondellBasell’s Articles of Association (which we refer to in this section as our Articles of Association) and Dutch law. The full text of our current Articles of Association has been filed with the SEC and is available, in Dutch and English, at our registered office in Rotterdam during regular business hours and is also available, in English, on our website.
Ordinary Shares
LyondellBasell’s authorized share capital is fifty-one million euro (€51,000,000), consisting of one billion two hundred seventy-five million (1,275,000,000) ordinary shares, each with a par value of four eurocents (€0.04). As of December 13, 2021, there were 330,441,041 ordinary shares outstanding, not including 9,704,537 ordinary shares held in treasury.
The description of LyondellBasell’s ordinary shares is contained in our Registration Statement on Form 10 filed with the SEC pursuant to Section 12 of the Exchange Act on April 28, 2010, as amended, which is incorporated by reference into this prospectus.
Voting and Approval Rights
Generally, each shareholder is entitled to one vote for each ordinary share held on every matter submitted to a vote of shareholders, including the annual election of members of the Board of Directors (the “Board”). There are no cumulative voting rights. Pursuant to Dutch law and our Articles of Association, the nomination of a director to our Board is binding on shareholders unless two-thirds of shareholders, representing at least half of issued share capital, vote against the nominee.
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Unless otherwise required by our Articles of Association or Dutch law, matters submitted for a vote at a general meeting of shareholders require the approval of a majority of the votes cast at the general meeting. Pursuant to Dutch law and our Articles of Association, shareholders have the right to approve decisions of the Board relating to (i) the transfer of all or substantially all our enterprise by way of a share or asset sale, consolidation or merger or otherwise, (ii) the entering into or termination of a long-lasting commercial relationship that is of essential importance to our business and (iii) the acquisition or disposition of shares or assets with a value of at least one-third of our consolidated asset value.
There are no laws currently in effect in The Netherlands or provisions in our Articles of Association limiting the rights of non-resident investors to hold or vote ordinary shares.
Dividends and Distributions
Pursuant to our Articles of Association, the Board may determine to allocate amounts to our reserves up to the amount of our annual profits. Out of our share premium reserve and other reserves available for shareholder distributions under Dutch law, the general meeting of shareholders may declare distributions upon a proposal of the Board. We cannot pay dividends if the payment would reduce our shareholders’ equity below the aggregate par value of our outstanding ordinary shares, plus reserves (if any) required to be maintained by law. The Board may, subject to certain statutory provisions, distribute one or more interim dividends or other interim distributions before the accounts for any year have been approved and adopted at a general meeting of shareholders, in anticipation of the final dividend or final distribution. Rights to dividends and distributions that have not been collected within five years after the date on which they first became due and payable revert to LyondellBasell.
The payment of dividends or distributions is subject to the requirements of Dutch law and the discretion of our shareholders (in the case of annual dividends) and our Board. The declaration of any cash dividends and, if declared, the amount of any such dividends, will depend upon general business conditions, our financial condition, our earnings and cash flow, our capital requirements, financial covenants and other contractual restrictions on the payment of dividends or distributions. There can be no assurance that any dividends or distributions will be declared or paid in the future. Any future cash dividends or distributions will be paid in U.S. dollars.
Shareholder Meetings
Each shareholder and certain other parties designated under Dutch law will be permitted, either personally or through an attorney authorized in writing, to attend the general meeting of shareholders, to address said meetings and to exercise voting rights, subject to certain provisions of Dutch law and our Articles of Association.
Our general meetings of shareholders will be held in The Netherlands at least annually, within six months after the close of each financial year. Extraordinary general meetings of shareholders may be held as often as the Board deems necessary, or as otherwise provided for pursuant to Dutch law. One or more shareholders representing in the aggregate at least 10% of the issued share capital can request the Board to convene a general meeting of shareholders. In such case, the Board is required to publish a convening notice for such a general meeting of shareholders within four weeks of receipt from such shareholders of (i) a specified agenda for such general meeting of shareholders and, (ii) in the sole discretion of the Board, compelling evidence of the number of shares held by such shareholder or shareholders. If such meeting is not held within six weeks of our receipt of such request, the shareholders requesting a meeting may petition a court in The Netherlands for an order directing the holding of such meeting; the court may order the holding of such a meeting if the persons requesting the meeting can demonstrate that they have a sufficient interest in holding a meeting with the agenda requested by them. In addition, affiliates of Access Industries, one of our shareholders, can require the Board to convene a general meeting of shareholders, for the purpose of allowing for the appointment of one or more of its director nominees under certain circumstances, for so long as it holds, together with its affiliates, at least 5% of the issued share capital.
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One or more shareholders representing solely or jointly at least 1% of the issued share capital can request the Board to place a matter on the agenda, provided that the Board has received such request at least 60 days prior to the date of the general meeting of shareholders concerned and provided, further, that matters of strategy are the exclusive responsibility of the Board under Dutch law.
Election and Tenure of Directors
Our Board includes both executive and non-executive members. The executive members of our Board are charged with managing our day-to-day affairs. The non-executive members of our Board are charged with the supervision of the executive Board member(s) and our general course of affairs.
The Board shall determine its size; provided that the Board shall consist of at least nine members, including at least one executive Board member who will hold the title of CEO, and the number of non-executive Board members shall at all times exceed the number of executive Board members.
The general meeting of shareholders appoints the members of the Board, by vote on binding nominations prepared by the Board; provided that the Board may provide for temporary replacements in the event of a vacancy or the inability to act of a Board member.
We have entered into a nomination agreement with affiliates of Access Industries pursuant to which we agreed that (i) if it, together with its affiliates, owns 18% or more of our outstanding ordinary shares, it will have the right to nominate three non-executive members of the Board; (ii) if it, together with its affiliates, owns at least 12% but less than 18% of our outstanding ordinary shares, it will have the right to nominate two non-executive members of the Board; and (iii) if it, together with its affiliates, owns at least 5% but less than 12% of our outstanding ordinary shares, it will have the right to nominate one non-executive member of the Board. The general meeting of shareholders may render such nomination non-binding by means of a resolution adopted by at least two-thirds of the valid votes cast, representing more than half of the issued capital. As of December 14, 2021, three of the members of our Board were nominated in accordance with this agreement.
The general meeting of shareholders may dismiss, or suspend for a period of up to three months, a member of the Board by a resolution adopted by at least two-thirds of the votes cast in a meeting where at least half of the issued share capital is represented. If the general meeting of shareholders has suspended a member of the Board, the general meeting of shareholders shall within three months after the suspension has taken effect resolve either to dismiss such relevant member, or to terminate or continue the suspension, failing which the suspension shall lapse.
Each member of the Board serves a one-year term and there is no limit to the number of times a member of the Board can be reappointed.
Subject to our Articles of Association, the Board may adopt rules and regulations governing its internal proceedings, including rules relating to voting on nominations of directors, board composition and governance.
Issuance of Ordinary Shares/Pre-emptive Rights
Our Articles of Association provide that our Board has the authority to issue shares if authorized by resolution of our shareholders. No such authorization is currently in place, except as relates to share issuances under certain shareholder-approved equity compensation plans. Shareholders may resolve to issue shares on a proposal of the Board in the absence of a Board authorization.
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Under Dutch law and our Articles of Association, every holder of ordinary shares will have a preemptive right in the proportion that the aggregate amount of its ordinary shares bears to the total amount of shares outstanding. The preemptive right may be restricted or excluded by a resolution of the Board if the Board is the competent body to issue shares. Otherwise, preemptive rights may be restricted or excluded by shareholders on a proposal of the Board. A holder of ordinary shares will not have a preemptive right to shares which are being issued against contribution other than in cash; to ordinary shares which will be issued to our employees or employees of one of our group companies; and to ordinary shares which will be issued as a result of merger or demerger.
Repurchase of Ordinary Shares
The shareholders may delegate to the Board the authority, subject to certain restrictions contained in Dutch law and our Articles of Association, to cause us to acquire, for consideration, our own fully paid ordinary shares. Such authorization may not be granted for a period exceeding 18 months. In the authorization, the general meeting of shareholders shall determine how many shares thereof may be acquired, the manner in which they may be acquired and between what limits the price for such ordinary shares shall be.
The authorization will not be required for the acquisition of ordinary shares by us for transfer to our employees in accordance with an employee share plan.
At our 2021 general meeting of shareholders, shareholders granted authority to the Board to repurchase up to 10% of our issued share capital until November 28, 2022 on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging up to 110% of the market price at the time of the transaction (or, in the case of an accelerated repurchase arrangement, 110% of the market price over the term of the arrangement).
Capital Reduction
Upon proposal by the Board, the general meeting of shareholders may reduce our issued share capital by cancellation of ordinary shares held by us, subject to certain statutory provisions. However, if less than one half of the issued share capital is present at the meeting, the general meeting of shareholders may only adopt a resolution for capital reduction with a majority of at least two-thirds of the votes cast. As of December 13, 2021, we held 9,704,537 shares in our treasury account.
Amendment of Our Articles of Association
Our Articles of Association may be amended, on the proposal of the Board, by a majority of the votes cast at a general meeting of shareholders; provided that such proposal is stated in the notice for the general meeting and a complete copy of the proposed amendment is filed at our office so that it may be inspected prior to and during the meeting.
Transfer Agent
The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A.
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DESCRIPTION OF DEBT SECURITIES
The debt securities of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III covered by this prospectus will be the general unsecured obligations of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III, respectively. The debt securities of LYB International Finance, LYB International Finance II and LYB International Finance III will be fully and unconditionally guaranteed by LyondellBasell. The debt securities of LyondellBasell may be fully and unconditionally guaranteed by LYB International Finance, LYB International Finance II or LYB International Finance III. LyondellBasell will issue senior debt securities under an indenture between LyondellBasell, as issuer, and Wells Fargo Bank, N.A., as trustee, dated as of March 5, 2015 (the “LyondellBasell Indenture”). LYB International Finance will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture among LYB International Finance, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, N.A., as trustee, dated as of July 16, 2013 (the “LYB International Finance Indenture”). LYB International Finance II will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture among LYB International Finance II, as issuer, LyondellBasell, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of March 2, 2016 (the “LYB International Finance II Indenture”). LYB International Finance III will issue senior debt securities fully and unconditionally guaranteed by LyondellBasell on a senior unsecured basis under an indenture among LYB International Finance III, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, N.A., as trustee, dated as of October 10, 2019 (the “LYB International Finance III Indenture”). The LyondellBasell Indenture, the LYB International Finance Indenture, the LYB International Finance II Indenture, and the LYB International Finance III Indenture are substantially identical except with regards to the entities that will issue and guarantee, if any, the debt securities governed by such indenture.
We have summarized certain material provisions of the indentures, the debt securities and the guarantees below. This summary is not complete. We have filed the indentures (or their forms) with the SEC as exhibits to the registration statement of which this prospectus forms a part, and you should read the indentures for provisions that may be important to you. Please read “Where You Can Find More Information.”
In this summary description of the debt securities, unless we state otherwise or the context clearly indicates otherwise, all references to “LyondellBasell” mean LyondellBasell, all references to “LYB International Finance” mean LYB International Finance only, all references to “LYB International Finance II” mean LYB International Finance II only and all references to “LYB International Finance III” mean LYB International Finance III only.
General. The indentures do not limit the amount of debt securities that LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III may issue under the indentures, and do not limit the amount of other unsecured debt or securities that LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III may issue. LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III may issue debt securities under the indentures from time to time in one or more series, each in an amount authorized prior to issuance.
Terms. The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:
• the price at which LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III will issue the debt securities;
• the title of the debt securities;
• the total principal amount of the debt securities;
• in the case of debt securities issued by LyondellBasell, whether the payment of principal and interest on the debt securities is guaranteed and, if so, the terms of the guarantee;
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• whether LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III will initially issue the debt securities in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders;
• the date or dates on which the principal of and any premium on the debt securities will be payable;
• any interest rate, the date from which interest will accrue, interest payment dates and record dates for interest payments;
• whether and under what circumstances LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III will pay any additional amounts with respect to the debt securities;
• the place or places where payments on the debt securities will be payable;
• any provisions for optional redemption or early repayment;
• any sinking fund or other provisions that would require LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III to redeem, purchase or repay the debt securities;
• the denominations in which LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III will issue the debt securities if other than $2,000 and integral multiples of $1,000;
• if payments on the debt securities will be payable in foreign currency or currency units or another form and if payments will be payable by reference to any index or formula;
• any provisions for additional tax amounts or redemption for changes in taxes;
• the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;
• any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations;
• any changes or additions to the events of default or covenants described in this prospectus and whether such changes or additions are subject to covenant defeasance;
• any restrictions or other provisions relating to the transfer or exchange of debt securities;
• any terms for the conversion or exchange of the debt securities for other securities of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III or any other entity; and
• any other terms of the debt securities which terms shall not adversely affect any prior series of debt securities.
LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If these debt securities are sold, we will describe in the prospectus supplement any material U.S. federal income tax consequences and other special considerations.
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If any of the debt securities are sold for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.
Limitation on Mergers and Consolidations. The indentures generally permit a consolidation or merger involving LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III. They also permit LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III to sell, lease, convey, assign, transfer or otherwise dispose of all or substantially all of their assets. Each of LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III has agreed, however, that it will not consolidate with or merge into any entity (other than, with respect to LYB International Finance, LYB International Finance II and LYB International Finance III, LyondellBasell), or sell, lease, convey, assign, transfer or otherwise dispose of, in any transaction or series of transactions, all or substantially all of its property and assets to any person (other than, with respect to LYB International Finance, LYB International Finance II and LYB International Finance III, LyondellBasell), unless
• either (i) it is the continuing entity or (ii) the resulting entity is organized under the laws of the United States, any state in the United States, the District of Columbia, Canada, any province of Canada or any state which was a member of the European Union on December 31, 2003 (other than Greece) and, in each case expressly assumes by a supplemental indenture the performance of its covenants and obligations under the applicable indenture and, in the case of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III as the issuer, the due and punctual payment on the debt securities or, in the case of LyondellBasell with respect to the debt securities of LYB International Finance, LYB International Finance II or LYB International Finance III or LYB International Finance, LYB International Finance II or LYB International Finance III with respect to the debt securities of LyondellBasell, the performance of the related guarantee; and
• immediately after giving effect to such transaction or series of transactions, no default or event of default occurred and is continuing or would result therefrom.
LyondellBasell is also permitted to sell, assign, transfer, lease, convey or otherwise dispose, in one or more related transactions, of assets constituting the capital stock or all or part of the assets of any subsidiary, division or line of business or group of such subsidiaries, divisions or lines of business (“disposed group”) if such disposed group (i) generated Consolidated EBITDA that was less than 40% of the Consolidated EBITDA of LyondellBasell in (a) the most recently completed four quarters or fiscal year for which financial statements are required to be delivered pursuant to the indenture and (b) each of the last three completed fiscal years of LyondellBasell for which financial statements are required to be delivered pursuant to the indenture and (ii) has total assets with a value that is less than 40% of the total value of the consolidated assets of LyondellBasell and its subsidiaries, as determined in accordance with GAAP as of the last date of the latest period for which financial statements are required to be delivered pursuant to the indenture; provided that such disposition otherwise complies with the indenture.
Upon any transaction of the type described in and effected in accordance with this covenant, the resulting entity will succeed to and be substituted for LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, and may exercise all of LyondellBasell’s, LYB International Finance’s, LYB International Finance II’s or LYB International Finance III’s rights and powers under the indentures and the debt securities with the same effect as if the resulting entity had been named as LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, in the indentures. In the case of any asset transfer or disposition other than a lease, when the resulting entity assumes all of LyondellBasell’s, LYB International Finance’s, LYB International Finance II’s or LYB International Finance III’s obligations and covenants under the applicable indenture and the debt securities, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will be relieved of all such obligations.
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Events of Default. Unless we inform you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:
• failure to pay interest or any additional amounts on any debt securities of that series for 30 days when due;
• failure to pay principal of or any premium on any debt securities of that series when due;
• failure to make or deposit any sinking fund payment for that series for 30 days when due;
• failure to comply with any covenant or agreement in that series of debt securities or the applicable indenture (other than the events of default above or an agreement or covenant that has been included in the applicable indenture solely for the benefit of other series of debt securities) for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under that indenture that are affected by that failure;
• in the case of LYB International Finance, LYB International Finance II and LYB International Finance III debt securities, the related guarantee of LyondellBasell ceases to be in full force and effect with respect to the debt securities of such series (except as contemplated by the terms thereof) and such default continues for 10 days;
• specified events involving bankruptcy, insolvency or reorganization of LyondellBasell and, with respect to LYB International Finance’s, LYB International Finance II’s or LYB International Finance III’s debt securities, LyondellBasell, or LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable; and
• any other event of default provided for that series of debt securities for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under the applicable indenture that are affected by that failure.
A default under one series of debt securities will not necessarily be a default under any other series. If a default or event of default for any series of debt securities occurs, is continuing and is known to the trustee, the trustee will notify the holders of the applicable series of debt securities within 90 days after it becomes known to the trustee. The trustee may withhold notice to the holders of the debt securities of any series of any default or event of default, except in any payment on the debt securities of such series, if the trustee in good faith determines that withholding notice is in the interests of the holders of those debt securities.
If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default (or, in the case of the event of default described in the fourth bullet above, 25% in principal amount of all debt securities issued under the applicable indenture that are affected by the default, voting as one class) may declare the principal of and all accrued and unpaid interest on those debt securities to be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of us occurs, the principal of and accrued and unpaid interest on all the debt securities issued under that indenture will become immediately due and payable without any action on the part of the trustee or any holder. At any time after a declaration of acceleration has been made, the holders of a majority in principal amount of the outstanding debt securities of the series affected by the event of default (other than an event of default related to the non-payment of principal of or premium or interest on or any additional amounts) may in some cases rescind this accelerated payment requirement and its consequences.
A holder of a debt security of any series issued under an indenture may pursue any remedy under that indenture only if:
• the holder gives the trustee written notice of a continuing event of default with respect to that series;
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• the holders of at least 25% in principal amount of the then outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
• the holders offer to the trustee indemnity satisfactory to the trustee against any loss, liability or expense;
• the trustee does not comply with the request within 60 days after receipt of the request and offer of indemnity; and
• during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request.
This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.
In most cases, the trustee will be under no obligation to exercise any of its rights or powers under an indenture at the request or direction of any of the holders of a series of debt securities unless those holders have offered to the trustee indemnity satisfactory to it. Subject to this provision for indemnification, holders of a majority in principal amount of the outstanding debt securities of a series (or of all debt securities issued under an indenture that are affected, voting as one class) generally may direct the time, method and place of:
• conducting any proceeding for any remedy available to the trustee; or
• exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default.
If an event of default occurs and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of his own affairs.
Each indenture requires LyondellBasell, LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, to file each year with the trustee a written statement as to their compliance with the covenants contained in the indenture.
Modification, Waiver and Meetings. Each indenture may be amended or supplemented with the consent of the majority in principal amount of the outstanding debt securities of all series issued under that indenture that are affected by the amendment or supplement (voting as one class). Without the consent of the holder of each debt security affected, however, no modification may:
• reduce the amount of debt securities of the relevant series whose holders must consent to an amendment, supplement or waiver;
• reduce the rate of or change the time for payment of interest on the debt securities;
• reduce the principal of, any premium on or any mandatory sinking fund payment with respect to the debt securities or change their stated maturity;
• reduce any premium payable on the redemption of the debt security or change the time at which the debt securities may or must be redeemed;
• change any obligation to pay additional amounts on the debt securities;
• make payments on the debt securities payable in currency other than as originally stated in the debt securities;
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• impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt securities;
• make any change in the percentage of principal amount of debt securities of the relevant series for a waiver of default or make any change in the provisions related to the rights of holders to receive payment or in these bullets regarding modification without the consent of holders;
• waive a continuing default or event of default regarding any non-payment of principal of or premium or interest on or any additional amounts with respect to the debt securities; or
• if applicable, make any change that materially and adversely affects the right to convert any debt security pursuant to its terms.
Each indenture may be supplemented or amended or any provision of that indenture may be waived without the consent of any holders of debt securities issued under that indenture in certain circumstances, including:
• to cure any ambiguity, omission, defect or inconsistency;
• to provide for the assumption of LyondellBasell’s, LYB International Finance’s, LYB International Finance II’s or LYB International Finance III’s obligations, as applicable, under the applicable indenture by a successor upon any merger, consolidation or asset transfer permitted under that indenture;
• to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
• to provide any security for, or to add any guarantees of or obligors on, any series of debt securities or the related guarantees;
• to conform to this description of debt securities or the description of the notes included in the prospectus supplement with respect to the debt securities of a particular series of debt securities;
• to comply with any requirement to effect or maintain the qualification of an indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act”);
• to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under an indenture;
• to add events of default with respect to any series of debt securities;
• to make any change that does not adversely affect any outstanding debt securities of any series issued under an indenture in any material respect;
• to amend or supplement an indenture to permit or facilitate the defeasance and discharge of any series of debt securities pursuant to the applicable provisions of such indenture; and
• to establish the form or terms of any debt securities and to accept the appointment of a successor trustee, each as permitted under the applicable indenture.
The holders of a majority in principal amount of the outstanding debt securities of any series (or, in some cases, of all debt securities issued under the indenture that are affected, voting as one class) may waive any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any:
• default or event of default in any payment on any debt securities; or
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• compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.
We, the trustee or the holders of at least 331⁄3% in principal amount of the outstanding debt securities of the applicable series, may at any time call a meeting of the holders of debt securities of a particular series for the following purposes:
• to give any notice to us or the trustee, or to give any directions to the trustee, or waive any default or event of default and its consequences or to take any other action authorized to be taken by the holders pursuant to the applicable indenture;
• to remove the trustee and nominate a successor trustee;
• to consent to the execution of an indenture or of indentures supplemental to an indenture; or
• to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the debt securities of any one or more or all series, as the case may be, under any other provision of the applicable indenture or under applicable law.
Any resolution passed or decision taken at any meeting of holders of debt securities of a particular series duly held in accordance with the applicable indenture will be binding on all holders of debt securities of that series. The quorum at any meeting called for the holders of debt securities of a particular series to adopt a resolution will be the presence of persons holding or representing such debt securities of that series in an aggregate principal amount sufficient to take action upon the business for the transaction of which the meeting was called.
Defeasance. When we use the term defeasance, we mean discharge from some or all of our obligations under the applicable indenture. If we deposit with the trustee under the indenture any combination of funds or government securities sufficient to make payments on the debt securities of a series issued under that indenture on the dates those payments are due and payable, then, at the option of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, either of the following will occur:
• LyondellBasell and, with respect to the LYB International Finance, LYB International Finance II and LYB International Finance III indentures, LyondellBasell and LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will be discharged from its or their obligations with respect to the debt securities of that series (“legal defeasance”); or
• LyondellBasell and, with respect to the LYB International Finance, LYB International Finance II and LYB International Finance III indentures, LyondellBasell and LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will no longer have any obligation to comply with the restrictive covenants applicable to that series of debt securities, and the related events of default will no longer apply (“covenant defeasance”).
If a series of debt securities is defeased, the holders of the debt securities of the series affected will not be entitled to the benefits of the applicable indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, the obligation of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III to pay principal, premium, interest and any additional amounts on the debt securities will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the beneficial owners of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.
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Satisfaction and Discharge. In addition, an indenture will cease to be of further effect with respect to the debt securities of a series issued under that indenture, subject to exceptions relating to compensation and indemnity of the trustee and repayment to us of excess money or government securities, when:
• either
• all outstanding debt securities of that series have been delivered to the trustee for cancellation; or
• all outstanding debt securities of that series not delivered to the trustee for cancellation either:
• have become due and payable,
• will become due and payable at their stated maturity within one year, or
• are to be called for redemption within one year; and
• any combination of money or government securities in trust sufficient to pay the entire indebtedness on the debt securities of that series when due has been deposited with the trustee; and
• all other sums payable by LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III with respect to the debt securities of that series have been paid.
Governing Law. New York law will govern the indentures, the debt securities and the guarantees.
Trustee. Wells Fargo Bank, N.A. is the trustee under the LyondellBasell Indenture, the LYB International Finance Indenture and the LYB International Finance III Indenture. Wells Fargo Bank, N.A. serves as trustee or custodian relating to a number of series of debt obligations of LyondellBasell. Certain of Wells Fargo Bank, N.A.’s affiliates perform certain commercial banking services for us for which they receive customary fees. Deutsche Bank Trust Company Americas is the trustee under the LYB International Finance II Indenture. Certain of Deutsche Bank Trust Company Americas’ affiliates perform certain commercial banking services for us for which they receive customary fees.
Each indenture contains limitations on the right of the trustee, if it or any of its affiliates becomes our creditor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee and its affiliates are permitted to engage in other transactions with us. If, however, the trustee acquires any conflicting interest within the meaning of the Trust Indenture Act, it must eliminate that conflict or resign.
Form, Exchange, Registration and Transfer. The debt securities will be issued in registered form, without interest coupons. There will be no service charge for any registration of transfer or exchange of the debt securities. However, payment of any transfer tax or similar governmental charge payable for that registration may be required.
Debt securities of any series will be exchangeable for other debt securities of the same series, the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will affect the transfer or exchange if its requirements and the requirements of the applicable indenture are met.
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The trustee will be appointed as security registrar for the debt securities. If a prospectus supplement refers to any transfer agents LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, initially designates, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time designate additional transfer agents for any series of debt securities.
In the case of any redemption, LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, will not be required to register the transfer or exchange of:
• any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption or repurchase and ending on the close of business on the day of mailing of such notice; or
• any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
Payment and Paying Agents. Unless we inform you otherwise in a prospectus supplement, payments on the debt securities will be made in U.S. dollars at the office of the trustee and any paying agent. At LyondellBasell’s, LYB International Finance’s, LYB International Finance II’s or LYB International Finance III’s option, as applicable, however, payments may be made by wire transfer for global debt securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in a prospectus supplement, interest payments may be made to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, the trustee under the applicable indenture will be designated as the paying agent for payments on debt securities issued under that indenture. LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.
If the principal of or any premium or interest on debt securities of a series is payable on a day that is not a business day, the payment will be made on the following business day. For these purposes, unless we inform you otherwise in a prospectus supplement, a “business day” is, when used with respect to any place of payment or any other particular location referred to in the indenture or in the debt securities of any series, any day except a Saturday, Sunday or any other day on which commercial banks in such place of payment or other location are authorized or obligated by law or executive order to close.
Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, upon written request any money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, holders entitled to the money must look to LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as the case may be, for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.
Book-Entry Debt Securities. The debt securities of a series may be issued in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. Global debt securities may be issued in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.
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Ranking. The debt securities will constitute senior debt of LyondellBasell, LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, and will rank equally with all of the other series of debt securities issued under the applicable indenture and will rank senior to all series of subordinated securities issued by them and outstanding from time to time.
Restrictive Covenants. Each of the indentures contains restrictions on the activities of LyondellBasell and its subsidiaries for the benefit of holders of the debt securities. The restrictive covenants summarized below will apply to a series of debt securities (unless waived or amended) as long as any of those debt securities are outstanding, unless the prospectus supplement for the series states otherwise. We have used in this summary description of the restrictive covenants the capitalized terms that we have defined below under “Glossary.”
Limitation on Liens
Each indenture provides that LyondellBasell will not, nor will it permit any subsidiary to, create, incur, issue, assume or guarantee any Debt secured by a Lien of or upon any Principal Property or Capital Stock of any subsidiary that directly owns any Principal Property, whether such Principal Property or Capital Stock is owned as of the date of issuance of the applicable debt securities or thereafter acquired, without in any such case making or causing to be made effective provision (and LyondellBasell covenants that in any such case it shall make or cause to be made effective provision) whereby the debt securities (together with, if LyondellBasell shall so determine, any other Debt created, incurred, issued, assumed or guaranteed by LyondellBasell or any subsidiary then existing or thereafter created) shall be secured by such Lien equally and ratably with (or, at the option of LyondellBasell, prior to) such Debt, so long as such Debt shall be so secured. The foregoing restrictions will not, however, apply to Debt secured by Permitted Liens.
In addition, LyondellBasell or any subsidiary may, without equally and ratably securing the debt securities, issue, assume or guarantee Debt that would otherwise be subject to the foregoing restrictions, if at the time of such issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Liens which would otherwise be subject to such restriction (other than any Debt secured by Liens permitted as described under clauses (1) through (7) of the definition of Permitted Liens) plus the aggregate amount of all Attributable Debt of LyondellBasell and any of its subsidiaries in respect of Sale and Lease-Back Transactions (with the exception of such transactions which are permitted pursuant to clauses (1) and (2) of the first sentence of the first paragraph under “ —Limitation on Sale / Lease-Back Transactions”, below) does not exceed 15% of Consolidated Net Tangible Assets of LyondellBasell.
Limitation on Sale / Lease-Back Transactions
LyondellBasell will not, and will not permit any of its subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property unless,
(1) LyondellBasell or such subsidiary would (at the time of entering into such arrangement) be entitled pursuant to clause (1) or (6) of the definition of Permitted Liens, without equally and ratably securing the debt securities, to create, issue, assume or guarantee Debt secured by a Lien on such Principal Property; or
(2) LyondellBasell or such subsidiary shall apply, within 180 days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such Principal Property or (y) the fair market value (as determined by the Board of Directors of LyondellBasell) of such Principal Property to either the prepayment or retirement (other than any mandatory prepayment or retirement) of Debt incurred or assumed by LyondellBasell or any subsidiary (other than indebtedness owned by LyondellBasell or any subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Debt, or to the acquisition, construction or improvement of a manufacturing plant or manufacturing facility; or
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(3) the Attributable Debt of LyondellBasell and its subsidiary in respect of such Sale and Lease-Back Transaction and all other Sale and Lease-Back Transactions entered into after the Issue Date (other than any such Sale and Lease-Back Transaction as would be permitted as described in clauses (1) and (2) of this covenant), plus the aggregate principal amount of Debt secured by Liens then outstanding (not including any such Debt secured by Liens described in clauses (1) through (7) of the definition of Permitted Liens) which do not equally and ratably secure the debt securities (or secure debt securities on a basis that is prior to other Debt secured thereby) would not exceed 15% of Consolidated Net Tangible Assets of LyondellBasell.
Glossary
“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such Sale and Lease-Back Transaction, as determined in good faith by LyondellBasell) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).
“Capital Stock” means:
(1) in the case of a corporation, capital stock or shares;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person.
“Consolidated EBITDA” means, for any period, the consolidated operating income plus consolidated depreciation, amortization and other non-cash charges and losses and minus consolidated non-cash credits, gains and income, in each case of LyondellBasell and its subsidiaries for such period; it being understood that such amounts may be determined on a combined basis for a disposed group.
“Consolidated Net Tangible Assets” means the Total Assets of LyondellBasell and its subsidiaries less goodwill and intangibles (other than intangibles arising from, or relating to, intellectual property, licenses or permits (including, but not limited to, emissions rights) of LyondellBasell and its subsidiaries), in each case calculated in accordance with GAAP, provided, that in the event that LyondellBasell or any of its subsidiaries assumes or acquires any assets in connection with the acquisition by LyondellBasell and its subsidiaries of another person subsequent to the commencement of the period for which the Consolidated Net Tangible Assets is being calculated but prior to the event for which the calculation of the Consolidated Net Tangible Assets is made, then the Consolidated Net Tangible Assets shall be calculated giving pro forma effect to such assumption or acquisition of assets, as if the same had occurred at the beginning of the applicable period.
“Debt” means any indebtedness for borrowed money.
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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time. At any time after the Issue Date with respect to a series of debt securities, LyondellBasell may irrevocably elect to apply International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board in lieu of GAAP and, upon any such election, references in the indentures to GAAP shall thereafter be construed to mean IFRS as in effect from time to time. LyondellBasell shall give notice of any such election to the trustee.
“Issue Date” means, with respect to debt securities of a series, the first date on which the debt securities of such series are originally issued under the applicable indenture.
“Lien” means any mortgage, security interest, pledge or lien.
“Permitted Liens” means:
(1) Liens of or upon any property acquired, leased, constructed or improved by, or of or upon any shares of Capital Stock or Debt acquired by, LyondellBasell or any subsidiary (i) to secure the payment of all or any part of the purchase price of such property, shares of Capital Stock or Debt upon the acquisition thereof by LyondellBasell or any subsidiary, or (ii) to secure any Debt issued, assumed or guaranteed by LyondellBasell or any subsidiary prior to, at the time of, or within one year after (A) in the case of property, the later of the acquisition, lease, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (B) in the case of shares of Capital Stock or Debt, the acquisition of such shares of Capital Stock or Debt, which Debt is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of Capital Stock or Debt and, in the case of property, the cost of construction thereof or improvements thereon;
(2) Liens of or upon any property, shares of Capital Stock or Debt existing at the time of acquisition thereof by LyondellBasell or any subsidiary;
(3) Liens of or upon any property of a corporation existing at the time such corporation is merged with or into or consolidated with LyondellBasell or any subsidiary or existing at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to LyondellBasell or any subsidiary;
(4) Liens of or upon (A) any property of, or shares of Capital Stock or Debt of, a person existing at the time such person becomes a subsidiary or (B) any shares of Capital Stock or Debt of a joint venture;
(5) Liens to secure Debt of any subsidiary to LyondellBasell or to another subsidiary;
(6) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of Capital Stock or Debt subject to such Liens, or the cost of constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar financings); and
(7) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien existing on the Issue Date or any Lien referred to in the foregoing clauses (1) through (6), inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property (plus improvements and construction on such property), shares of Capital Stock or Debt which was subject to the Lien so extended, renewed or replaced.
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“Principal Property” means any single refinery, any single manufacturing plant or any single parcel of real estate, in each case owned by LyondellBasell or any of its subsidiaries, the net book value of which on the date as of which the determination is being made exceeds 1% of Consolidated Net Tangible Assets, other than any such refinery, manufacturing plant or parcel of real estate that, in the opinion of the Board of Directors of LyondellBasell, is not of material importance to the business conducted by LyondellBasell and its subsidiaries as a whole.
“Sale and Lease-Back Transaction” means the leasing by LyondellBasell or any subsidiary of any Principal Property, whether owned on the Issue Date or acquired after such date (except for temporary leases for a term, including any renewal term, of up to three years and except for leases between LyondellBasell and any subsidiary or between subsidiaries), which Principal Property has been or is to be sold or transferred by LyondellBasell or such subsidiary to any party with the intention of taking back a lease of such Principal Property.
“Total Assets” means the total consolidated assets of LyondellBasell and its subsidiaries, without giving effect to any amortization of the amount of intangible assets since the Issue Date as shown on the most recent quarterly balance sheet of LyondellBasell, determined on a consolidated basis according to GAAP.
DESCRIPTION OF GUARANTEES
Guarantee of LYB International Finance, LYB International Finance II and LYB International Finance III Debt Securities
LyondellBasell will fully and unconditionally guarantee on a senior unsecured basis the full and prompt payment of the principal of, any premium and interest on, and any additional amounts which may be payable by LYB International Finance, LYB International Finance II and LYB International Finance III in respect of the debt securities issued by LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, when and as the payment becomes due and payable, whether at maturity or otherwise. The guarantees provide that in the event of a default in the payment of principal of, any premium and interest on, and any additional amounts which may be payable by LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable, in respect of such debt securities, the holder of the debt securities may institute legal proceedings directly against LyondellBasell to enforce the guarantees without first proceeding against LYB International Finance, LYB International Finance II or LYB International Finance III, as applicable. The guarantees will rank equally with all of LyondellBasell’s other unsecured and unsubordinated debt from time to time outstanding.
Guarantee of LyondellBasell Debt Securities
LYB International Finance, LYB International Finance II and LYB International Finance III may fully and unconditionally guarantee LyondellBasell’s payment obligations under any series of debt securities issued by LyondellBasell. If a series of debt securities is so guaranteed, LYB International Finance, LYB International Finance II and LYB International Finance III, as applicable, will execute a separate guarantee agreement or a supplemental indenture as evidence of its guarantee. We will provide the specific terms of any such guarantee in the applicable prospectus supplement.
DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a description of any warrants or units that may be offered pursuant to this prospectus.
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PLAN OF DISTRIBUTION
We or any selling securityholder may sell the securities from time to time:
• through agents,
• to or through underwriters,
• through broker-dealers (acting as agent or principal),
• directly by us or a selling securityholder to purchasers, through a specific bidding or auction process or otherwise,
• through a combination of any such methods of sale, or
• through any other methods described in a prospectus supplement.
We will identify the specific plan of distribution, including any agents, underwriters, broker-dealers or direct purchasers and their compensation in the applicable prospectus supplement.
SELLING SECURITYHOLDERS
Information about selling securityholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference.
LEGAL MATTERS
The validity of the ordinary shares, warrants and units in respect of which this prospectus is being delivered will be passed on for us by our Dutch counsel, De Brauw Blackstone Westbroek N.V., Amsterdam, The Netherlands, as to certain matters of Dutch law. The validity of the debt securities and guarantees in respect of which this prospectus is being delivered will be passed on for us by our U.S. counsel, Gibson, Dunn & Crutcher LLP, Houston, Texas.
EXPERTS
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of securities being registered. We will pay all these expenses.
| Amount to be Paid | |||||||||||
| SEC Registration Fee | $ | * | |||||||||
| Printing Fees and Expenses | (1) | ||||||||||
| Legal Fees and Expenses | (1) | ||||||||||
| Accounting Fees and Expenses | (1) | ||||||||||
| Blue Sky Fees and Expenses | (1) | ||||||||||
| Transfer Agent and Registrar Fees | (1) | ||||||||||
| Rating Agency Fees and Expenses | (1) | ||||||||||
| Miscellaneous | (1) | ||||||||||
| Total | $ | (1) | |||||||||
___________________
* In accordance with Rules 456(b) and 457(r) under the Securities Act, the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.
(1) Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under this registration statement on Form S-3. An estimate of the aggregate expenses in connection with the issuance and distribution of the ordinary shares being offered hereby will be included in the applicable prospectus supplement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification Arrangements
Article 24 of Chapter XI of the Articles of Association of LyondellBasell contains indemnification provisions for its current and former directors and officers, as well as directors and officers of its subsidiaries, including LYB International Finance, LYB International Finance II and LYB International Finance III, as described generally below.
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Pursuant to the Articles of Association, we are obligated to indemnify and hold harmless, to the fullest extent permitted by applicable law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she (or a person or entity for whom he or she) is or was a member of the LyondellBasell Board or a similar body of its subsidiaries or is or was serving as an agent of LyondellBasell, including service with respect to employee benefit plans. For these purposes, an “agent” includes any person who is or was a Board member, officer, employee or other agent of LyondellBasell or is or was serving at our request as a board member, director, officer, employee or other agent of another company, partnership, joint venture, trust or other enterprise. Our indemnification obligation applies to all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred, except that our indemnification does not apply in respect of any claim, issue or matter as to which the person is adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to us, unless and only to the extent that the court in which such action suit or proceeding was brought or any other court having appropriate jurisdiction determines otherwise.
Expenses (including attorneys’ fees) incurred in defending a proceeding may be paid by us in advance of the final disposition of such proceeding upon a resolution of our Board with respect to the specific case upon receipt of an undertaking by or on behalf of the person seeking to have his or her expenses paid to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by us.
We have entered into indemnification agreements with our current directors. We believe that these indemnification agreements are necessary to attract and retain qualified persons as our directors. The SEC has noted, however, that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Any underwriting agreement or distribution agreement that we enter into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify us, some or all of our directors and officers and our controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act.
We maintain directors’ and officers’ liability insurance coverage.
ITEM 16. EXHIBITS
| Exhibit Number | Description | |||||||
| 1.1** | Form of Underwriting Agreement for securities registered hereby | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
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| Exhibit Number | Description | |||||||
| 3.5 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10** | Form of debt security of LyondellBasell Industries N.V. | |||||||
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| Exhibit Number | Description | |||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 4.15 | ||||||||
| 4.16 | ||||||||
| 4.17 | ||||||||
| 4.18** | Form of debt security of LYB International Finance B.V. | |||||||
| 4.19** | Form of guarantee agreement of LYB International Finance B.V. | |||||||
| 4.20 | ||||||||
| 4.21 | ||||||||
| 4.22 | ||||||||
| 4.23 | ||||||||
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| Exhibit Number | Description | |||||||
| 4.24 | ||||||||
| 4.25 | ||||||||
| 4.26** | Form of debt security of LYB International Finance II B.V. | |||||||
| 4.27** | Form of guarantee agreement of LYB International Finance II B.V. | |||||||
| 4.28 | ||||||||
| 4.29 | ||||||||
| 4.30 | ||||||||
| 4.31 | ||||||||
| 4.32 | ||||||||
| 4.33 | ||||||||
| 4.34 | ||||||||
| 4.35 | ||||||||
| 4.36 | ||||||||
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| Exhibit Number | Description | |||||||
| 4.37 | ||||||||
| 4.38 | ||||||||
| 4.39 | ||||||||
| 4.40** | Form of debt security of LYB International Finance III, LLC | |||||||
| 4.41** | Form of guarantee agreement of LYB International Finance III, LLC | |||||||
| 4.42** | Form of warrant agreement | |||||||
| 4.43** | Form of unit agreement | |||||||
| 5.1* | ||||||||
| 5.2* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 23.3* | ||||||||
| 24.1* | ||||||||
| 25.1* | ||||||||
| 25.2* | ||||||||
| 25.3* | ||||||||
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| Exhibit Number | Description | |||||||
| 25.4* | ||||||||
| * | Filed herewith. | |||||||
| ** | To be filed by amendment or incorporated by reference in connection with the offering of the securities. | |||||||
ITEM 17. UNDERTAKINGS
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) To file an application for the purpose of determining the eligibility of the trustee under each indenture identified in Exhibits 25.1, 25.2 and 25.3 hereto to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
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(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on December 14, 2021.
| LYONDELLBASELL INDUSTRIES N.V. | ||||||||
| /s/ Bhavesh V. Patel | ||||||||
| Name: | Bhavesh V. (Bob) Patel | |||||||
| Title: | Chief Executive Officer | |||||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and Michael C. McMurray, Jeffrey A. Kaplan and Charity R. Kohl and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statements filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Bhavesh V. Patel | Chief Executive Officer and Director | December 14, 2021 | ||||||||||||
| Bhavesh V. (Bob) Patel | (Principal Executive Officer) | |||||||||||||
| /s/ Michael C. McMurray | Executive Vice President and Chief Financial Officer | December 14, 2021 | ||||||||||||
| Michael C. McMurray | (Principal Financial Officer) | |||||||||||||
| /s/ Emeka Oyolu | Senior Vice President and Chief Accounting Officer | December 14, 2021 | ||||||||||||
| Emeka Oyolu | (Principal Accounting Officer) | |||||||||||||
| /s/ Jacques Aigrain | Director | December 14, 2021 | ||||||||||||
| Jacques Aigrain | ||||||||||||||
| /s/ Lincoln Benet | Director | December 14, 2021 | ||||||||||||
| Lincoln Benet | ||||||||||||||
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| Signature | Title | Date | ||||||||||||
| /s/ Jagjeet S. Bindra | Director | December 14, 2021 | ||||||||||||
| Jagjeet S. Bindra | ||||||||||||||
| /s/ Robin W.T. Buchanan | Director | December 14, 2021 | ||||||||||||
| Robin W.T. Buchanan | ||||||||||||||
| /s/ Anthony R. Chase | Director | December 14, 2021 | ||||||||||||
| Anthony R. Chase | ||||||||||||||
| /s/ Stephen F. Cooper | Director | December 14, 2021 | ||||||||||||
| Stephen F. Cooper | ||||||||||||||
| /s/ Nance K. Dicciani | Director | December 14, 2021 | ||||||||||||
| Nance K. Dicciani | ||||||||||||||
| /s/ Robert W. Dudley | Director | December 14, 2021 | ||||||||||||
| Robert W. Dudley | ||||||||||||||
| /s/ Claire S. Farley | Director | December 14, 2021 | ||||||||||||
| Claire S. Farley | ||||||||||||||
| /s/ Michael S. Hanley | Director | December 14, 2021 | ||||||||||||
| Michael S. Hanley | ||||||||||||||
| /s/ Albert J. Manifold | Director | December 14, 2021 | ||||||||||||
| Albert J. Manifold | ||||||||||||||
II - 11
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Houston, Texas, on December 14, 2021.
LYB INTERNATIONAL FINANCE B.V. | ||||||||
| /s/ Jeffrey A. Kaplan | ||||||||
| Name: | Jeffrey A. Kaplan | |||||||
| Title: | Attorney-in-fact | |||||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael C. McMurray, Jeffrey A. Kaplan and Charity R. Kohl and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statements filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ Frank van Es | Director | December 14, 2021 | ||||||||||||
Frank van Es | ||||||||||||||
| /s/ Frits van Blitterswijk | Director | December 14, 2021 | ||||||||||||
| Frits van Blitterswijk | ||||||||||||||
II - 12
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Houston, Texas, on December 14, 2021.
LYB INTERNATIONAL FINANCE II B.V. | ||||||||
| /s/ Jeffrey A. Kaplan | ||||||||
| Name: | Jeffrey A. Kaplan | |||||||
| Title: | Attorney-in-fact | |||||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael C. McMurray, Jeffrey A. Kaplan and Charity R. Kohl and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statements filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated
| Signature | Title | Date | ||||||||||||
/s/ Frank van Es | Director | December 14, 2021 | ||||||||||||
Frank van Es | ||||||||||||||
| /s/ Frits van Blitterswijk | Director | December 14, 2021 | ||||||||||||
| Frits van Blitterswijk | ||||||||||||||
II - 13
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Houston, Texas, on December 14, 2021.
| LYB INTERNATIONAL FINANCE III, LLC | ||||||||
| By: Lyondell Chemical Company, its Sole Member | ||||||||
| /s/ Jeffrey A. Kaplan | ||||||||
| Name: | Jeffrey A. Kaplan | |||||||
| Title: | Executive Vice President and Chief Legal Officer | |||||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael C. McMurray, Jeffrey A. Kaplan and Charity R. Kohl and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statements filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Bhavesh V. Patel | Chief Executive Officer | December 14, 2021 | ||||||||||||
| Bhavesh V. (Bob) Patel | (Principal Executive Officer) | |||||||||||||
| /s/ Michael C. McMurray | Executive Vice President and Chief Financial Officer | December 14, 2021 | ||||||||||||
| Michael C. McMurray | (Principal Financial Officer) | |||||||||||||
| /s/ Emeka Oyolu | Senior Vice President and Chief Accounting Officer | December 14, 2021 | ||||||||||||
| Emeka Oyolu | (Principal Accounting Officer) | |||||||||||||
II - 14
Exhibit 5.1
Advocaten
Notarissen
Belastingadviseurs
To: LyondellBasell Industries N.V. (“LBI”) 4th Floor, One Vine Street London, W1J0AH The United Kingdom LYB International Finance B.V. (“LIF”), and LYB International Finance II B.V. (“LIF II”) Delftseplein 27E 3013 AA Rotterdam The Netherlands | Claude Debussylaan 80 P.O.BOX 75084 1070 AB Amsterdam T +31 20 577 1771 F +31 20 577 1775 | |||||||||||||
(LBI, LIF and LIF II together, the "Issuers") | ||||||||||||||
Date 14 December 2021 | F.J.M. Hengst Advocaat | |||||||||||||
| Our ref. | M38107044/1/20702779/RDG | |||||||||||||
| Dear Sir/Madam, | ||||||||||||||
Registration with the US Securities and Exchange Commission of
(i) shares in the capital of LBI, and (ii) debt securities issued by the Issuers
1.Introduction
I act as Dutch legal adviser (advocaat) to the Issuers in connection with the Registration.
Certain terms used in this opinion are defined in the Annex (Definitions).
2.Dutch Law
This opinion is limited to Dutch law in effect on the date of this opinion. It (including all terms used in it) is to be construed in accordance with Dutch law.
3.Scope of Inquiry
For the purpose of this opinion, I have examined the following documents:
De Brauw Blackstone Westbroek N.V., Amsterdam, is registered with the trade register in the Netherlands under no. 27171912. All services and other work are carried out under an agreement of instruction ("overeenkomst van opdracht") with De Brauw Blackstone Westbroek N.V. The agreement is subject to the General Conditions, which have been filed with the register of the District Court in Amsterdam and contain a limitation of liability. Client account notaries ING Bank no. 69.32.13.876. | ||
3.1A copy of:
(a)the Registration Statement; and
(b)each Indenture.
3.2A copy of:
(a)each Issuer's deed of incorporation and (or including) its articles of association as provided to me by the Chamber of Commerce (Kamer van Koophandel);
(b)the Board Regulations; and
(c)each Trade Register Extract.
3.3A copy of:
(a)each Corporate Resolution;
(b)the Company Certificate; and
(c)the Board Certificate.
I have not examined any document, and do not express an opinion on, or on any reference to, any document (including, for the avoidance of doubt, any document documenting, or providing for the issue of, any Warrant or Unit) other than the documents referred to in this paragraph 3. My examination has been limited to the text of the documents and I have not investigated the meaning and effect of any document (or part of it) governed by a law other than Dutch law under that other law.
4. Assumptions
For the purpose of this opinion, I have made the following assumptions:
4.1
(a)Each copy document conforms to the original and each original is genuine and complete.
(b)
(i)Each signature, including each Electronic Signature, is the genuine signature of the individual concerned; and
(ii)in relation to any Electronic Signature (other than any qualified electronic signature (elektronische gekwalificeerde handtekening)), the signing method used for that Electronic Signature is sufficiently reliable, taking into account the purpose for which that Electronic Signature was used and all other circumstances.
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(c)The Registration Statement has been or will have been filed with the SEC in the form referred to in this opinion.
(d)Each Indenture has been or will have been entered into in the form referred to in this opinion without material deviation.
4.2
(a)
(i)The issue by LBI of the Shares and the Warrants (or of any other rights to acquire Shares) will have been validly authorised; and
(ii)any pre-emption rights in respect of the issue of the Shares or the Warrants (or of any other rights to acquire Shares) will have been observed or validly excluded;
in accordance with LBI's articles of association at the time of authorisation or of observance or exclusion.
(b)LBI's authorised share capital at the time of issue of any Share or Warrant will be sufficient to allow for the issue.
(c)The Shares and the Warrants will have been:
(i)offered, issued and accepted by their subscribers in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law); and
(ii)in the case of the Shares, issued in the form and manner prescribed by LBI's articles of association at the time of issue.
(d) The nominal amount of the Shares and any agreed share premium will have been validly paid.
4.3
(a)Each Indenture and all Notes, and all Warrants, will have been validly entered into by each party other than, in the case of the LBI Indenture, the LIF Indenture and the LIF II Indenture, each Issuer expressed to be a party to it.
(b)Where required, the Notes will have been validly authenticated in accordance with the Indenture.
4.4
(a)Each Warrant:
(i)will be expressed to be governed by New York Law; and
(ii)will include a right for its owner to acquire one or more Shares.
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(b)When validly signed by all the parties, each Indenture and the Notes, and all Warrants, are valid and binding on and enforceable against each party under New York Law by which they are expressed to be governed.
4.5 LIF and LIF II are wholly owned subsidiaries of LBI.
5 Opinion
Based on the documents and investigations referred to and the assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and to any matters not disclosed to me, I am of the following opinion:
5.1 When issued, the Shares will have been validly issued and will be fully paid and nonassessable1.
5.2
(a) When issued, the Notes and the Warrants will have been validly issued.
(b)
(i)The choice of New York Law as the governing law of the Notes and the Warrants is recognised.
(ii)Dutch law does not restrict the validity and binding effect on and enforceability against each Issuer of the Notes and the Warrants issued by it.
(c)
(i)The validity and binding effect on and enforceability against each Issuer of the submission to the jurisdiction of the New York Court in each Indenture:
(A)under Dutch private international law are likely governed by New York Law; and
(B)are not restricted by Dutch law.
_____________
1 in this opinion, "nonassessable" – which term has no equivalent in Dutch – means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholdership.
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(ii)A judgment in a civil or commercial matter rendered by a New York Court cannot be enforced in the Netherlands. However, if a person has obtained a final judgment without appeal in such a matter rendered by a New York Court which is enforceable in New York and files his claim with a Dutch court with jurisdiction, the Dutch court will generally recognise and give effect to the judgment insofar as it finds that (i) the jurisdiction of the New York Court has been based on an internationally generally accepted ground, (ii) proper legal procedures have been observed, (iii) the judgment does not contravene Dutch public policy, and (iv) the judgment is not irreconcilable with a judgment of a Dutch court or an earlier judgment of a foreign court that is capable of being recognised in the Netherlands
5.3 The opinions in paragraphs 5.1 and 5.2 apply to any Shares, Notes or Warrants issued as part of a Unit.
6 Qualifications
This opinion is subject to the following qualifications:
6.1 This opinion is subject to any limitations arising from (a) rules relating to bankruptcy, suspension of payments or Preventive Restructuring Processes, (b) rules relating to foreign (i) insolvency proceedings (including foreign Insolvency Proceedings), (ii) arrangement or compromise of obligations with creditors or (iii) preventive restructuring frameworks, (c) other rules regulating conflicts between rights of creditors, or (d) intervention and other measures in relation to financial enterprises or their affiliated entities.
6.2 The recognition of New York Law as the governing law of the Notes and the Warrants:
(a)will not prejudice the provisions of the law of the European Union (where appropriate as implemented in the Netherlands) which cannot be derogated from by agreement if all elements relevant to the situation at the time when the relevant Notes or Warrants were issued (other than the choice of New York Law as the governing law of the Notes or Warrants) are located in one or more Member States of the European Union;
(b)
(i)will not restrict the application of the overriding provisions of Dutch law; and
(ii)will not prevent effect being given to the overriding provisions of the law of a jurisdiction with which the situation has a close connection;
(and for this purpose "overriding provisions" are provisions the respect for which is regarded as crucial by a jurisdiction for safeguarding its public interests to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to an agreement);
(c)will not prevent the application of New York Law being refused if it is manifestly incompatible with Dutch public policy (ordre public); and
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(d)will not prevent regard having to be had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.
6.3 The binding effect and enforceability of the submission to the jurisdiction of the New York Courts are subject to limited exceptions, including any applicable exceptions under the Brussels I Regulation and the Lugano Convention.
6.4 Enforcement in the Netherlands of the Notes and the Warrants is subject to Dutch rules of civil procedure.
6.5 Enforceability of the Notes and the Warrants may be limited under the 1977 Sanction Act (Sanctiewet 1977) or otherwise by international sanctions.
6.6 To the extent that Dutch law applies, any provision that the registered holder or depository of a Note may be treated as its owner may not be enforceable under all circumstances.
6.7 To the extent that Dutch law applies, title to a Note may not pass if (i) the Note is not delivered (geleverd) in accordance with Dutch law, (ii) the transferor does not have the power to pass on title (beschikkingsbevoegdheid) to the Note, or (iii) the transfer of title is not made pursuant to a valid title of transfer (geldige titel).
6.8 To the extent that any Indenture or the terms of the Notes or the Warrants constitute general conditions within the meaning of Section 6:231 CC, a holder of a Note or Warrant may nullify (vernietigen) a provision therein if (i) the relevant Issuer has not offered the holder a reasonable opportunity to examine that Indenture or those terms, as the case may be, or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous to the holder. A provision in general conditions as referred to in Section 6:236 CC is deemed to be unreasonably onerous, irrespective of the circumstances, if the holder of a Note or Warrant is a natural person not acting in the conduct of a profession or trade.
6.9 If any Note has been signed on behalf of any Issuer (manually or in facsimile) by a person who is on the signing date, but ceases to be before the date of the Note and its authentication and issue, a duly authorised representative of that Issuer, enforcement of the Note in a Dutch court may require that the holder of the Note submit a copy of the Indenture.
6.10 Any trust to which the Trust Convention applies, will be recognised subject to the Trust Convention. Any trust to which the Trust Convention does not apply may not be recognised.
6.11 In proceedings in a Dutch court for the enforcement of the Notes, the court may mitigate amounts due in respect of litigation and collection costs.
6.12 To the extent that the terms of the Warrants relate to matters of company law:
(a)they will be governed by Dutch law; and
(b)they will be valid, binding on and enforceable against the relevant Issuer:
(i)subject to the other qualifications in this paragraph 6; and
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(ii)except that the binding effect and enforceability of those terms may be affected by rules of Dutch law which generally apply to contractual arrangements like the Warrants, including (without limitation) the requirements of reasonableness and fairness (redelijkheid en billijkheid) and rules relating to force majeure.
6.13
(a)An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.
(b)A confirmation derived from an Insolvency Register does not provide conclusive evidence that an entity is not subject to Insolvency Proceedings.
6.14 I do not express any opinion on:
(a)any specific terms of any Note (other than any terms set out in the relevant Indenture) or of any Warrant (other than the right to acquire one or more Shares included in it);
(b)any lien or any other in rem matters; or
(c)tax matters.
7 Reliance
7.1 This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the Registration. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an Exhibit to (and therefore together with) the Registration Statement and may not be relied upon for any purpose other than the Registration.
7.2 Each person relying on this opinion agrees, in so relying, that:
(a)only De Brauw shall have any liability in connection with this opinion;
(b)the agreement in this paragraph 7.2 and all liability and other matters relating to this opinion shall be governed exclusively by Dutch law and the Dutch courts shall have exclusive jurisdiction to settle any dispute relating to this opinion; and
(c)this opinion may be signed with an Electronic Signature, which shall have the same effect as if signed with a handwritten signature.
7.3 The Issuers may:
(a)file this opinion as an exhibit to the Registration Statement; and
(b)refer to De Brauw giving this opinion in the paragraph under the caption “Legal Matters” and the Exhibit Index in the Registration Statement.
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The previous sentence is no admittance from me (or De Brauw) that I am (or De Brauw is) in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.
Yours faithfully, De Brauw Blackstone Westbroek N.V. | ||
| /s/ Ferdinand Hengst | ||
| Ferdinand Hengst | ||
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Annex 1 – Definitions
In this opinion:
"Board Certificate" means the certificate dated on the date of this opinion attached to this opinion as Annex 2.
"Board Regulations" means the rules of LBI's board of directors (bestuur) dated 18 November 2021.
"Brussels I Regulation" means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
"CC" means the Civil Code (Burgerlijk Wetboek).
"Company Certificate" means the company certificate from the secretary of LBI dated 14 December 2021 relating to the Corporate Resolution of LBI.
"Corporate Resolution" means each of:
(a)a written resolution of LBI's board of directors (bestuur) dated 18 November 2021;
(b)a written resolution of LIF's board of directors (bestuur) dated 1 December 2021; and
(c)a written resolution of LIF II's board of directors (bestuur) dated 1 December 2021.
"De Brauw" means De Brauw Blackstone Westbroek N.V.
"Dutch law" means the law directly applicable in the Netherlands.
"eIDAS Regulation" means the Regulation (EU) 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing directive 1999/93/EC.
"Electronic Signature" means any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (elektronische gekwalificeerde handtekening) within the meaning of Article 3 of the eIDAS Regulation and Article 3:15a of the Dutch Civil Code.
"Indenture" means each of the LBI Indenture, the LIF Indenture and the LIF II Indenture.
"Insolvency Proceedings" means insolvency proceedings as defined in Article 2(4) of the Insolvency Regulation.
"Insolvency Regulation" means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).
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"Issuer" means each of LBI, LIF and LIF II.
"LBI" means LyondellBasell Industries N.V., with seat in Rotterdam.
"LBI Indenture" means the indenture dated 5 March 2015 between LBI as issuer and the Trustee, which is referred to in exhibit 4.8 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 5 March 2015.
"LIF" means LYB International Finance B.V., with seat in Rotterdam.
"LIF Indenture" means the indenture dated 16 July 2013 between LIF as issuer, LBI as guarantor and the Trustee, which is referred to in exhibit 4.12 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 16 July 2013.
''LIF II'' means LYB International Finance II B.V., with seat in Rotterdam.
"LIF II Indenture" means the indenture dated 2 March 2016 between LIF II as issuer, LBI as guarantor and the Trustee, which is referred to in exhibit 4.15 of the Registration Statement and incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on 2 March 2016.
"Lugano Convention" means the 2007 Lugano Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
"New York Courts" means any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States.
"New York Law" means the internal laws of the State of New York.
"Notes" means any debt securities to be issued by any Issuer after the date of this opinion:
(a) in the case of LBI, under the LBI Indenture (which Notes may or may not be fully and unconditionally guaranteed by LIF and LIF II);
(b)in the case of LIF, under the LIF Indenture (which Notes will be fully and unconditionally guaranteed by LBI under the LIF Indenture); or
(c)in the case of LIF II, under the LIF II Indenture (which Notes will be fully and unconditionally guaranteed by LBI under the LIF II Indenture).
and include, where the context permits:
(i)in relation to an issue of Notes, the terms of those Notes; and
(ii)any Notes forming part of Units.
"Preventive Restructuring Processes" means public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord).
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"Registration" means the shelf registration of the Shares and the Notes with the SEC under the Securities Act.
"Registration Statement" means the registration statement on form S-3ASR dated 14 December 2021 in relation to the Registration (including the prospectus, but excluding any documents incorporated by reference in it and any exhibits to it).
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the U.S. Securities Act of 1933, as amended.
"Shares" means any shares, nominal value of EUR 0.04 each, in LBI's capital, including any such shares:
(a)issued upon the exercise of Warrants; or
(b)forming part of Units;
in each case to be issued by LBI after the date of this opinion.
"the Netherlands" means the part of the Kingdom of the Netherlands located in Europe.
"Trade Register Extract" means each of:
(a)a Trade Register extract relating to LBI provided by the Chamber of Commerce and dated 7 December 2021;
(b)a Trade Register extract relating to LIF provided by the Chamber of Commerce and dated 7 December 2021; and
(c)a Trade Register extract relating to LIF II provided by the Chamber of Commerce and dated 7 December 2021.
"Trust Convention" means the 1985 Convention on the Law applicable to Trusts and their Recognition.
"Trustee" means, in case of the LBI and LIF Indentures, Wells Fargo Bank, N.A. and, in case of the LIF II Indenture, Deutsche Bank Trust Company Americas.
"Units" means "Units" as referred to in the Registration Statement and to be issued by LBI after the date of this opinion.
"Warrants" means "Warrants of LyondellBasell Industries N.V." as referred to in the Registration Statement, including any such Warrants forming part of Units, and to be issued by LBI after the date of this opinion.
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Annex 2 – Board Certificate
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BOARD CERTIFICATE
FROM THE BOARD OF DIRECTORS OF LYONDELLBASELL INDUSTRIES N.V.
THE UNDERSIGNED:
B.V. Patel acting in his capacity as executive board member (uitvoerend bestuurder) and on behalf of and having consulted with the entire board of directors (bestuur) of LyondellBasell Industries N.V., a public limited liability company with seat in Rotterdam, the Netherlands, and having its address at 4th Floor, One Vine Street, W1J 0AH, London, United Kingdom, (the "Issuer"),
BACKGROUND:
(a)The Issuer intends to update, and intends for LIF and LIF II to update, the Registration with the SEC of the Registration Shares, Notes, Warrants and Units.
(b)In connection with the update of the Registration, on the date of this Board Certificate, De Brauw Blackstone Westbroek N.V. intends to issue a legal opinion in the form attached to this certificate (the "Legal Opinion").
(c)This Board Certificate is the "Board Certificate" as defined in the Legal Opinion.
(d)The undersigned makes the certifications in this Board Certificate after due and careful consideration and after having made all necessary enquiries.
1 Construction
1.1 Terms defined in the Legal Opinion have the same meaning in this Board Certificate.
1.2 In this Board Certificate "including" means "including without limitation".
2 CERTIFICATION:
The undersigned certifies the following.
2.1 Authenticity
As at the date of this Board Certificate all information regarding each Issuer registered or on file with the Trade Register is correct, complete and up to date.
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2.2 Solvency
None of the Issuers is subject to any bankruptcy proceedings, suspension of payments or public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord), other proceedings under the laws of any jurisdiction relating to insolvency, including those as defined in Article 2(4) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), or other rules regulating conflicts between rights of creditors.
2.3 General
The undersigned is not aware of:
(a)any claim (whether actual or threatened and including any claim, litigation, arbitration or administrative or regulatory proceedings) to the contrary of the certifications in this Board Certificate; or
(b)any fact or circumstance which he or she understands or suspects has or might have any impact on the correctness of the Legal Opinion and which has not been disclosed to De Brauw in writing.
3 RELIANCE
De Brauw may rely on this Board Certificate including the accuracy of the factual statements therein (without personal liability for the undersigned).
4 IN EVIDENCE WHEREOF:
this Board Certificate was signed in the manner set out below.
| /s/ B. V. Patel | ||||||||||||||
| Name: B.V Patel | ||||||||||||||
| Dutch legal SEC opinion LyondellBasell 2021 | ||
14 / 14
Exhibit 5.2 | ||
Gibson, Dunn & Crutcher LLP
811 Main Street
Houston, TX 77002-6117
Tel: 346.718.6600
www.gibsondunn.com
December 14, 2021
| LyondellBasell Industries N.V. 4th Floor, One Vine Street London, W1J0AH The United Kingdom | ||
| LYB International Finance B.V. Delftseplein 27E 3013AA Rotterdam The Netherlands | ||
| LYB International Finance II B.V. Delftseplein 27E 3013AA Rotterdam The Netherlands | ||
| LYB International Finance III, LLC 1221 McKinney Street Houston, Texas, USA 77010 | ||
Re:
LyondellBasell Industries N.V.
LYB International Finance B.V.
LYB International Finance II B.V.
LYB International Finance III, LLC
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (“LyondellBasell”), LYB International Finance B.V., a private company with limited liability (besloten vennootschap) in the country of The Netherlands (“LYB Finance”), LYB International Finance II B.V., a private company with limited liability (besloten vennootschap) in the country of The Netherlands (“LYB Finance II”), and LYB International Finance III, LLC, a Delaware limited liability company (“LYB Finance III” and, collectively with LYB Finance and LYB Finance II, the “Guarantors” and LYB Finance III, collectively with LyondellBasell, LYB Finance, and LYB Finance II, the “Companies”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:
(i)LyondellBasell’s ordinary shares, par value €0.04 per share (“Ordinary Shares”);
(ii)LyondellBasell’s unsecured debt securities, which may be either senior debt securities (“LyondellBasell Senior Debt Securities”), senior subordinated debt securities (“LyondellBasell Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LyondellBasell Junior Subordinated Debt Securities” and, collectively with the LyondellBasell Senior Debt Securities and the LyondellBasell Senior Subordinated Debt Securities, the “LyondellBasell Debt Securities”);
December 14, 2021 Page 2 | ||
(iii)LYB Finance’s unsecured debt securities, which may be either senior debt securities (“LYB Finance Senior Debt Securities”), senior subordinated debt securities (“LYB Finance Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance Junior Subordinated Debt Securities” and, collectively with the LYB Finance Senior Debt Securities and the LYB Finance Senior Subordinated Debt Securities, the “LYB Finance Debt Securities”);
(iv)LYB Finance II’s unsecured debt securities, which may be either senior debt securities (“LYB Finance II Senior Debt Securities”), senior subordinated debt securities (“LYB Finance II Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance II Junior Subordinated Debt Securities” and, collectively with the LYB Finance II Senior Debt Securities and the LYB Finance II Senior Subordinated Debt Securities, the “LYB Finance II Debt Securities”);
(v)LYB Finance III’s unsecured debt securities, which may be either senior debt securities (“LYB Finance III Senior Debt Securities”), senior subordinated debt securities (“LYB Finance III Senior Subordinated Debt Securities”) or junior subordinated debt securities (the “LYB Finance III Junior Subordinated Debt Securities” and, collectively with the LYB Finance III Senior Debt Securities and the LYB Finance III Senior Subordinated Debt Securities, the “LYB Finance III Debt Securities,” and the LYB Finance III Debt Securities, collectively with the LyondellBasell Debt Securities, the LYB Finance Debt Securities and the LYB Finance II Debt Securities, the “Debt Securities”);
(vi)guarantees of the LyondellBasell Debt Securities by LYB Finance (the “LYB Finance Guarantees”);
(vii)guarantees of the LyondellBasell Debt Securities by LYB Finance II (the “LYB Finance II Guarantees”);
(viii)guarantees of the LyondellBasell Debt Securities by LYB Finance III (the “LYB Finance III Guarantees” and, collectively with the LYB Finance Guarantees and the LYB Finance II Guarantees, the “LyondellBasell Debt Securities Guarantees”);
(ix)guarantees of the LYB Finance Debt Securities by LyondellBasell (the “LYB Finance Debt Securities Guarantees”);
(x)guarantees of the LYB Finance II Debt Securities by LyondellBasell (the “LYB Finance II Debt Securities Guarantees”);
(xi)guarantees of the LYB Finance III Debt Securities by LyondellBasell (the “LYB Finance III Debt Securities Guarantees” and, collectively with the LYB Finance Debt Securities Guarantees and the LYB Finance II Debt Securities Guarantees, the “LyondellBasell Guarantees” and, the LyondellBasell Guarantees, together with the LyondellBasell Debt Securities Guarantees, the “Debt Securities Guarantees”);
(xii)warrants for the purchase of Ordinary Shares, LyondellBasell Debt Securities or other securities to be issued and sold by LyondellBasell (the “Warrants”); and
(xiii)units of the Companies comprised of any combination of the Ordinary Shares, any of the Debt Securities, any of the Debt Securities Guarantees or the Warrants (the “Units”).
December 14, 2021 Page 3 | ||
The Ordinary Shares, the Debt Securities, the Debt Securities Guarantees, the Warrants, and the Units are collectively referred to herein as the “Securities.” The LyondellBasell Debt Securities are to be issued under an indenture dated as of March 5, 2015, entered into among LyondellBasell, as issuer, and Wells Fargo Bank, N.A., as trustee (the “LyondellBasell Base Indenture”). The LYB Finance Debt Securities are to be issued under an indenture dated as of July 16, 2013, entered into among LYB Finance, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, N.A., as trustee (the “LYB Finance Base Indenture”). The LYB Finance II Debt Securities are to be issued under an indenture dated as of March 2, 2016, entered into among LYB Finance II, as issuer, LyondellBasell, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “LYB Finance II Base Indenture”). The LYB Finance III Debt Securities are to be issued under an indenture dated as of October 10, 2019, entered into among LYB Finance III, as issuer, LyondellBasell, as guarantor, and Wells Fargo Bank, N.A., as trustee (the “LYB Finance III Base Indenture” and, collectively with the LyondellBasell Base Indenture, the LYB Finance Base Indenture, and the LYB Finance II Base Indenture, the “Base Indentures”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indentures, forms of the Debt Securities and the Debt Securities Guarantees and such other documents, corporate records, certificates of officers of the Companies and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Companies and others.
We are not admitted or qualified to practice law in The Netherlands. Therefore, we have relied upon the opinion of De Brauw Blackstone Westbroek N.V., filed as Exhibit 5.1 to the Registration Statement, with respect to matters governed by the laws of The Netherlands.
We have assumed without independent investigation that:
(i)at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii)at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
(iii)all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iv)at the Relevant Time, all corporate or other action required to be taken by the Companies to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any Ordinary Shares for issuance upon exercise, conversion or exchange of any Securities for Ordinary Shares, and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 4 below) shall have been duly completed and shall remain in full force and effect;
(v)at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of each of the Companies and duly executed and delivered by each of the Companies and the other parties thereto.
December 14, 2021 Page 4 | ||
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:
1.With respect to the LyondellBasell Debt Securities and related LyondellBasell Debt Securities Guarantees, when:
a.the terms and conditions of such LyondellBasell Debt Securities and related LyondellBasell Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LyondellBasell Base Indenture,
b.any such supplemental indenture has been duly executed and delivered by LyondellBasell, the relevant Guarantors and the relevant trustee (together with the LyondellBasell Base Indenture, the “LyondellBasell Indenture”), and
c.such LyondellBasell Debt Securities have been executed (in the case of certificated LyondellBasell Debt Securities), delivered and authenticated in accordance with the terms of the LyondellBasell Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,
such LyondellBasell Debt Securities will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms, and the applicable LyondellBasell Debt Securities Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
2.With respect to any LYB Finance Debt Securities and related LYB Finance Debt Securities Guarantees, when:
a.the terms and conditions of such LYB Finance Debt Securities and LYB Finance Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance Base Indenture,
b.any such supplemental indenture has been duly executed and delivered by LYB Finance, LyondellBasell and the relevant trustee (together with the LYB Finance Base Indenture, the “LYB Finance Indenture”), and
c.such LYB Finance Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,
such LYB Finance Debt Securities will be legal, valid and binding obligations of the LYB Finance, enforceable against LYB Finance in accordance with their respective terms, and the LYB Finance Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.
3.With respect to the LYB Finance II Debt Securities and related LYB Finance II Debt Securities Guarantees, when:
a.the terms and conditions of such LYB Finance II Debt Securities and LYB Finance II Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance II Base Indenture,
December 14, 2021 Page 5 | ||
b.any such supplemental indenture has been duly executed and delivered by LYB Finance II, LyondellBasell and the relevant trustee (together with the LYB Finance II Base Indenture, the “LYB Finance II Indenture”), and
c.such LYB Finance II Debt Securities have been executed (in the case of certificated LYB Finance II Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance II Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,
such LYB Finance II Debt Securities will be legal, valid and binding obligations of LYB Finance II, enforceable against LYB Finance II in accordance with their respective terms, and the LYB Finance II Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.
4.With respect to LYB Finance III Debt Securities and related LYB Finance III Debt Securities Guarantees, when:
a.the terms and conditions of such LYB Finance III Debt Securities and LYB Finance III Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the LYB Finance III Base Indenture,
b.any such supplemental indenture has been duly executed and delivered by LYB Finance III, LyondellBasell and the relevant trustee (together with the LYB Finance III Base Indenture, the “LYB Finance III Indenture” and, collectively with the LyondellBasell Indenture, the LYB Finance III Indenture and the LYB Finance III Indenture, the “Indentures”), and
c.such LYB Finance III Debt Securities have been executed (in the case of certificated LYB Finance III Debt Securities), delivered and authenticated in accordance with the terms of the LYB Finance III Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,
such LYB Finance III Debt Securities will be legal, valid and binding obligations of LYB Finance III, enforceable against LYB Finance III in accordance with their respective terms, and the LYB Finance III Debt Securities Guarantees will be legal, valid and binding obligations of LyondellBasell, enforceable against LyondellBasell in accordance with their respective terms.
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A.We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and, for purposes of paragraphs 1 and 4 above, the Delaware Limited Liability Company Act. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinions contained in paragraphs 1 and 4 above. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, for purpose of LYB Finance III, to the limited extent set forth above, the Delaware Limited Liability Company Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
December 14, 2021 Page 6 | ||
B.The opinions in paragraphs 1 through 4 above with respect to the Indentures and the Debt Securities and the related Debt Securities Guarantees (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
C.We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any provision in any Document waiving the right to object to venue in any court; (vii) any agreement to submit to the jurisdiction of any Federal court; (viii) any waiver of the right to jury trial or (ix) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.
D.To the extent relevant to our opinions in paragraphs 1 through 4 above, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Warrants or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.
You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of the Securities” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher, LLP
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of LyondellBasell Industries N.V. of our report dated February 25, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in LyondellBasell Industries N.V.'s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
December 14, 2021
PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002
T: (713) 356 4000, F: (713) 356 4717, www.pwc.com/us
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |||||||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |||||||
101 North Phillips Avenue | ||||||||
| Sioux Falls, South Dakota | 57104 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
LYONDELLBASELL INDUSTRIES N.V.
(Exact name of obligor as specified in its charter)
| The Netherlands | 98-0646235 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
4th Floor, One Vine Street | ||||||||
| London, W1J0AH | ||||||||
| The United Kingdom | ||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
_____________________________
Debt Securities
(Title of the indenture securities)
Item 1. General Information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 3rd day of December, 2021.
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
EXHIBIT 6
December 3, 2021
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||||||||
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2021, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| ASSETS | |||||||||||||||||
| Cash and balances due from depository institutions: | |||||||||||||||||
| Noninterest-bearing balances and currency and coin | $ | 24,470 | |||||||||||||||
| Interest-bearing balances | 239,601 | ||||||||||||||||
| Securities: | |||||||||||||||||
| Held-to-maturity securities | 262,493 | ||||||||||||||||
| Available-for-sale securities | 175,975 | ||||||||||||||||
| Equity Securities with readily determinable fair value not held for trading | 11 | ||||||||||||||||
| Federal funds sold and securities purchased under agreements to resell: | |||||||||||||||||
| Federal funds sold in domestic offices | 54 | ||||||||||||||||
| Securities purchased under agreements to resell | 72,580 | ||||||||||||||||
| Loans and lease financing receivables: | |||||||||||||||||
| Loans and leases held for sale | 22,157 | ||||||||||||||||
| Loans and leases, net of unearned income | 821,020 | ||||||||||||||||
| LESS: Allowance for loan and lease losses | 13,315 | ||||||||||||||||
| Loans and leases, net of unearned income and allowance | 807,705 | ||||||||||||||||
| Trading Assets | 75,487 | ||||||||||||||||
| Premises and fixed assets (including capitalized leases) | 10,722 | ||||||||||||||||
| Other real estate owned | 146 | ||||||||||||||||
| Investments in unconsolidated subsidiaries and associated companies | 13,836 | ||||||||||||||||
| Direct and indirect investments in real estate ventures | 69 | ||||||||||||||||
| Intangible assets | 30,813 | ||||||||||||||||
| Other assets | 50,492 | ||||||||||||||||
| Total assets | $ | 1,786,611 | |||||||||||||||
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| LIABILITIES | |||||||||||||||||
| Deposits: | |||||||||||||||||
| In domestic offices | $ | 1,486,000 | |||||||||||||||
| Noninterest-bearing | 575,044 | ||||||||||||||||
| Interest-bearing | 910,956 | ||||||||||||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 28,970 | ||||||||||||||||
| Noninterest-bearing | 247 | ||||||||||||||||
| Interest-bearing | 28,723 | ||||||||||||||||
| Federal funds purchased and securities sold under agreements to repurchase: | |||||||||||||||||
| Federal funds purchased in domestic offices | 2,365 | ||||||||||||||||
| Securities sold under agreements to repurchase | 5,868 | ||||||||||||||||
| Trading liabilities | 14,878 | ||||||||||||||||
| Other borrowed money | |||||||||||||||||
| (Includes mortgage indebtedness and obligations under capitalized leases) | 31,958 | ||||||||||||||||
| Subordinated notes and debentures | 11,975 | ||||||||||||||||
| Other liabilities | 32,786 | ||||||||||||||||
| Total liabilities | $ | 1,614,800 | |||||||||||||||
| EQUITY CAPITAL | |||||||||||||||||
| Perpetual preferred stock and related surplus | 0 | ||||||||||||||||
| Common stock | 519 | ||||||||||||||||
| Surplus (exclude all surplus related to preferred stock) | 114,820 | ||||||||||||||||
| Retained earnings | 55,422 | ||||||||||||||||
| Accumulated other comprehensive income | 1,016 | ||||||||||||||||
| Other equity capital components | 0 | ||||||||||||||||
| Total bank equity capital | 171,777 | ||||||||||||||||
| Noncontrolling (minority) interests in consolidated subsidiaries | 34 | ||||||||||||||||
| Total equity capital | 171,811 | ||||||||||||||||
| Total liabilities, and equity capital | $ | 1,786,611 | |||||||||||||||
I, Michael P. Santomassimo, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Michael P. Santomassimo | ||||||||||||||
| Sr. EVP & CFO | ||||||||||||||
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |||||||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |||||||
101 North Phillips Avenue | ||||||||
| Sioux Falls, South Dakota | 57104 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
LYB INTERNATIONAL FINANCE B.V.
(Exact name of obligor as specified in its charter)
| The Netherlands | 98-1109195 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
Delftseplein 27E | ||||||||
| 3013AA Rotterdam | ||||||||
| The Netherlands | ||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
LYONDELLBASELL INDUSTRIES N.V.
(Exact name of obligor as specified in its charter)
| The Netherlands | 98-0646235 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
4th Floor, One Vine Street | ||||||||
| London, W1J0AH | ||||||||
| The United Kingdom | ||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
_____________________________
Debt Securities
(Title of the indenture securities)
Item 1. General Information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 3rd day of December, 2021.
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
EXHIBIT 6
December 3, 2021
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||||||||
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2021, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| ASSETS | |||||||||||||||||
| Cash and balances due from depository institutions: | |||||||||||||||||
| Noninterest-bearing balances and currency and coin | $ | 24,470 | |||||||||||||||
| Interest-bearing balances | 239,601 | ||||||||||||||||
| Securities: | |||||||||||||||||
| Held-to-maturity securities | 262,493 | ||||||||||||||||
| Available-for-sale securities | 175,975 | ||||||||||||||||
| Equity Securities with readily determinable fair value not held for trading | 11 | ||||||||||||||||
| Federal funds sold and securities purchased under agreements to resell: | |||||||||||||||||
| Federal funds sold in domestic offices | 54 | ||||||||||||||||
| Securities purchased under agreements to resell | 72,580 | ||||||||||||||||
| Loans and lease financing receivables: | |||||||||||||||||
| Loans and leases held for sale | 22,157 | ||||||||||||||||
| Loans and leases, net of unearned income | 821,020 | ||||||||||||||||
| LESS: Allowance for loan and lease losses | 13,315 | ||||||||||||||||
| Loans and leases, net of unearned income and allowance | 807,705 | ||||||||||||||||
| Trading Assets | 75,487 | ||||||||||||||||
| Premises and fixed assets (including capitalized leases) | 10,722 | ||||||||||||||||
| Other real estate owned | 146 | ||||||||||||||||
| Investments in unconsolidated subsidiaries and associated companies | 13,836 | ||||||||||||||||
| Direct and indirect investments in real estate ventures | 69 | ||||||||||||||||
| Intangible assets | 30,813 | ||||||||||||||||
| Other assets | 50,492 | ||||||||||||||||
| Total assets | $ | 1,786,611 | |||||||||||||||
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| LIABILITIES | |||||||||||||||||
| Deposits: | |||||||||||||||||
| In domestic offices | $ | 1,486,000 | |||||||||||||||
| Noninterest-bearing | 575,044 | ||||||||||||||||
| Interest-bearing | 910,956 | ||||||||||||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 28,970 | ||||||||||||||||
| Noninterest-bearing | 247 | ||||||||||||||||
| Interest-bearing | 28,723 | ||||||||||||||||
| Federal funds purchased and securities sold under agreements to repurchase: | |||||||||||||||||
| Federal funds purchased in domestic offices | 2,365 | ||||||||||||||||
| Securities sold under agreements to repurchase | 5,868 | ||||||||||||||||
| Trading liabilities | 14,878 | ||||||||||||||||
| Other borrowed money | |||||||||||||||||
| (Includes mortgage indebtedness and obligations under capitalized leases) | 31,958 | ||||||||||||||||
| Subordinated notes and debentures | 11,975 | ||||||||||||||||
| Other liabilities | 32,786 | ||||||||||||||||
| Total liabilities | $ | 1,614,800 | |||||||||||||||
| EQUITY CAPITAL | |||||||||||||||||
| Perpetual preferred stock and related surplus | 0 | ||||||||||||||||
| Common stock | 519 | ||||||||||||||||
| Surplus (exclude all surplus related to preferred stock) | 114,820 | ||||||||||||||||
| Retained earnings | 55,422 | ||||||||||||||||
| Accumulated other comprehensive income | 1,016 | ||||||||||||||||
| Other equity capital components | 0 | ||||||||||||||||
| Total bank equity capital | 171,777 | ||||||||||||||||
| Noncontrolling (minority) interests in consolidated subsidiaries | 34 | ||||||||||||||||
| Total equity capital | 171,811 | ||||||||||||||||
| Total liabilities, and equity capital | $ | 1,786,611 | |||||||||||||||
I, Michael P. Santomassimo, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Michael P. Santomassimo | ||||||||||||||
| Sr. EVP & CFO | ||||||||||||||
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas
Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
_____________________________
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-4941247 | |||||||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |||||||
60 WALL STREET | ||||||||
NEW YORK, NEW YORK | 10005 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Deutsche Bank Trust Company Americas
Attention: Catherine Wang
Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250 – 7544
(Name, address and telephone number of agent for service)
_____________________________
LYB INTERNATIONAL FINANCE II B.V.
(Exact name of obligor as specified in its charter)
The Netherlands | 98-1287217 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
Delftseplein 27E | ||||||||
3013AA Rotterdam | ||||||||
| (Address of principal executive offices) | ||||||||
_____________________________
LYONDELLBASELL INDUSTRIES N.V.
(Exact name of obligor as specified in its charter)
| The Netherlands | 98-0646235 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
4th Floor, One Vine Street | ||||||||
| London, W1J0AH | ||||||||
| The United Kingdom | ||||||||
| (Address of principal executive offices) | ||||||||
_____________________________
DEBT SECURITIES
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
| Name | Address | |||||||||||||
Federal Reserve Bank (2nd District) | New York, NY | |||||||||||||
Federal Deposit Insurance Corporation | Washington, D.C. | |||||||||||||
New York State Banking Department | Albany, NY | |||||||||||||
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
Item 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 6, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 - Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 - Existing By-Laws of Deutsche Bank Trust Company Americas, approved on March 29, 2019, incorporated herein by reference to Exhibit 4 to Form T-1 Statement filed with Form S-3ASR, Registration No. 333-236787.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 - A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 3rd day of December, 2021.
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||||
| /s/ Luke Russell | ||||||||
| By: | Name: Luke Russell | |||||||
| Title: Vice President | ||||||||
| Exhibit 7 | ||||||||||||||
Board of Governors of the Federal Reserve System | OMB Number 7100-0036 | |||||||||||||
Federal Deposit Insurance Corporation | OMB Number 3064-0052 | |||||||||||||
Office of the Comptroller of the Currency | OMB Number 1557-0081 | |||||||||||||
Approval expires June 30, 2024 | ||||||||||||||
Page 1 of 87 | ||||||||||||||
| Federal Financial Institutions Examination Council | ||||||||||||||
Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041| Report at the close of business September 30, 2021 | 20210930 | ||||||||||||||||||||||
| (RCON 9999) | |||||||||||||||||||||||
| This report is required by law: 12 U.S.C. § 324 (State member | This report form is to be filed by banks with domestic offices only | ||||||||||||||||||||||
| banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 | and total consolidated assets of less than $100 billion, except | ||||||||||||||||||||||
| (National banks); and 12 U.S.C. §1464 (Savings associations). | those banks that file the FFIEC 051, and those banks that are | ||||||||||||||||||||||
| advanced approaches institutions for regulatory capital purposes | |||||||||||||||||||||||
| Unless the context indicates otherwise, the term "bank" in this | that are required to file the FFIEC 031. | ||||||||||||||||||||||
| report form refers to both banks and savings associations. | |||||||||||||||||||||||
| NOTE: Each bank’s board of directors and senior management are | schedules) for this report date have been prepared in confor- | ||||||||||||||||||||||
| responsible for establishing and maintaining an effective system of | mance with the instructions issued by the appropriate Federal | ||||||||||||||||||||||
| internal control, including controls over the Reports of Condition and | regulatory authority and are true and correct to the best of my | ||||||||||||||||||||||
| Income. The Reports of Condition and Income are to be prepared in | knowledge and belief. | ||||||||||||||||||||||
| accordance with federal regulatory authority instructions. The Reports | |||||||||||||||||||||||
| of Condition and Income must be signed by the Chief Financial | We, the undersigned directors (trustees), attest to the correctness | ||||||||||||||||||||||
| Officer (CFO) of the reporting bank (or by the individual performing an | of the Reports of Condition and Income (including the supporting | ||||||||||||||||||||||
| equivalent function) and attested to by not less than two directors | schedules) for this report date and declare that the Reports of | ||||||||||||||||||||||
| (trustees) for state nonmember banks and three directors for state | Condition and Income have been examined by us and to the best | ||||||||||||||||||||||
| member banks, national banks, and savings associations. | of our knowledge and belief have been prepared in conformance | ||||||||||||||||||||||
| with the instructions issued by the appropriate Federal regulatory | |||||||||||||||||||||||
| I, the undersigned CFO (or equivalent) of the named bank, attest | authority and are true and correct. | ||||||||||||||||||||||
| that the Reports of Condition and Income (including the supporting | |||||||||||||||||||||||
| Director (Trustee) | |||||||||||||||||||||||
| Signature of Chief Financial Officer (or Equivalent) | Director (Trustee) | ||||||||||||||||||||||
| 10/29/2021 | |||||||||||||||||||||||
| Date of Signature | Director (Trustee) | ||||||||||||||||||||||
| Submission of Reports | |||||||||||||||||||||||
| Each bank must file its Reports of Condition and Income (Call | To fulfill the signature and attestation requirement for the Reports | ||||||||||||||||||||||
| Report) data by either: | of Condition and Income for this report date, attach your bank’s | ||||||||||||||||||||||
| completed signature page (or a photocopy or a computer gener- | |||||||||||||||||||||||
| (a) | Using computer software to prepare its Call Report and then | ated version of this page) to the hard-copy record of the data file | |||||||||||||||||||||
| submitting the report data directly to the FFIEC’s Central Data | submitted to the CDR that your bank must place in its files. | ||||||||||||||||||||||
| Repository (CDR), an Internet-based system for data collection | |||||||||||||||||||||||
| (https://cdr.ffiec.gov/cdr/), or | The appearance of your bank’s hard-copy record of the submitted | ||||||||||||||||||||||
| (b) | Completing its Call Report in paper form and arranging with a | data file need not match exactly the appearance of the FFIEC’s | |||||||||||||||||||||
| software vendor or another party to convert the data into the | sample report forms, but should show at least the caption of each | ||||||||||||||||||||||
| electronic format that can be processed by the CDR. The | Call Report item and the reported amount. | ||||||||||||||||||||||
| software vendor or other party then must electronically submit | |||||||||||||||||||||||
| the bank’s data file to the CDR. | DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||||||||||||||||||
| Legal Title of Bank (RSSD 9017) | |||||||||||||||||||||||
| For technical assistance with submissions to the CDR, please | |||||||||||||||||||||||
| contact the CDR Help Desk by telephone at (888) CDR-3111, by | New York | ||||||||||||||||||||||
| fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov. | City (RSSD9130) | ||||||||||||||||||||||
| FDIC Certificate Number | 623 | NY | 10019 | ||||||||||||||||||||
| (RSSD 9050) | State Abbreviation (RSSD 9200) | Zip Code (RSSD 9200) | |||||||||||||||||||||
| Legal Entity Identifier (LEI) | |||||||||||||||||||||||
| 8EWQ2UQKS07AKK8ANH81 | |||||||||||||||||||||||
| (Report only if your institution already has an LEI.) (RCON 9224) | |||||||||||||||||||||||
The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
09/2021
FFIEC 041
Page 17 of 87
RC-2
Consolidated Report of Condition for Insured Banks
and Savings Associations for September 30, 2021
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
| Dollar Amounts in Thousands | RCON | Amount | ||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| 1. | Cash and balances due from depository institutions (from Schedule RC-A): | |||||||||||||||||||||||||
a. Noninterest-bearing balances and currency and coin (1) | 0081 | 33,000 | 1.a. | |||||||||||||||||||||||
b. Interest-bearing balances (2) | 0071 | 23,252,000 | 1.b. | |||||||||||||||||||||||
| 2. | Securities: | |||||||||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) (3) | JJ34 | 0 | 2.a. | |||||||||||||||||||||||
| b. Available-for-sale debt securities (from Schedule RC-B, column D) | 1773 | 777,000 | 2.b. | |||||||||||||||||||||||
c. Equity securities with readily determinable fair values not held for trading (4) | JA22 | 6,000 | 2.c. | |||||||||||||||||||||||
| 3. | Federal funds sold and securities purchased under agreements to resell: | |||||||||||||||||||||||||
a. Federal funds sold | B987 | 0 | 3.a. | |||||||||||||||||||||||
b. Securities purchased under agreements to resell (5) (6) | B989 | 5,916,000 | 3.b. | |||||||||||||||||||||||
| 4. | Loans and lease financing receivables (from Schedule RC-C): | |||||||||||||||||||||||||
| a. Loans and leases held for sale | 5369 | 0 | 4.a. | |||||||||||||||||||||||
| b. Loans and leases held for investment | B528 | 12,932,000 | 4.b. | |||||||||||||||||||||||
| c. LESS: Allowance for loan and lease losses | 3123 | 13,000 | 4.c. | |||||||||||||||||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7) | B529 | 12,919,000 | 4.d. | |||||||||||||||||||||||
| 5. | Trading assets (from Schedule RC-D) | 3545 | 0 | 5. | ||||||||||||||||||||||
| 6. | Premises and fixed assets (including capitalized leases) | 2145 | 0 | 6. | ||||||||||||||||||||||
| 7. | Other real estate owned (from Schedule RC-M) | 2150 | 0 | 7. | ||||||||||||||||||||||
| 8. | Investments in unconsolidated subsidiaries and associated companies | 2130 | 0 | 8. | ||||||||||||||||||||||
| 9. | Direct and indirect investments in real estate ventures | 3656 | 0 | 9. | ||||||||||||||||||||||
| 10. | Intangible assets (from Schedule RC-M) | 2143 | 18,000 | 10. | ||||||||||||||||||||||
| 11. | Other assets (from Schedule RC-F) (6) | 2160 | 1,699,000 | 11. | ||||||||||||||||||||||
| 12. | Total assets (sum of items 1 through 11) | 2170 | 44,620,000 | 12. | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| 13. | Deposits: | |||||||||||||||||||||||||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 | 32,743,000 | 13.a. | |||||||||||||||||||||||
(1) Noninterest-bearing (8) | 6631 | 16,053,000 | 13.a. (1) | |||||||||||||||||||||||
| (2) Interest-bearing | 6636 | 16,690,000 | 13.a. (2) | |||||||||||||||||||||||
| b. not applicable | ||||||||||||||||||||||||||
| 14. | Federal funds purchased and securities sold under agreements to repurchase: | |||||||||||||||||||||||||
a. Federal funds purchased (9) | B993 | 0 | 14.a. | |||||||||||||||||||||||
b. Securities sold under agreements to repurchase (10) | B995 | 0 | 14.b. | |||||||||||||||||||||||
| 15. | Trading liabilities (from Schedule RC-D) | 3548 | 0 | 15. | ||||||||||||||||||||||
| 16. | Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) | 3190 | 424,000 | 16. | ||||||||||||||||||||||
| 17. | and 18. Not applicable | |||||||||||||||||||||||||
| 19. | Subordinated notes and debentures (11) | 3200 | 0 | 19. | ||||||||||||||||||||||
1. Includes cash items in process of collection and unposted debits.
2. Includes time certificates of deposit not held for trading.
3. Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.
4. Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.
5. Includes all securities resale agreements, regardless of maturity.
6. Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
7. Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
8. Includes noninterest-bearing demand, time, and savings deposits.
9. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."
10. Includes all securities repurchase agreements, regardless of maturity.
11. Includes limited-life preferred stock and related surplus.
09/2021
FFIEC 041
Page 18 of 87
RC-2
Schedule RC—Continued
| Dollar Amounts in Thousands | RCON | Amount | |||||||||||||||||||||||||||
| Liabilities - continued | |||||||||||||||||||||||||||||
| 20. | Other liabilities (from Schedule RC-G) | ||||||||||||||||||||||||||||
| 21. | Total liabilities (sum of items 13 through 20) | 2930 | 2,123,000 | 20. | |||||||||||||||||||||||||
| 22. | Not applicable | 2948 | 35,290,000 | 21. | |||||||||||||||||||||||||
| Equity Capital | |||||||||||||||||||||||||||||
| Bank Equity Capital | |||||||||||||||||||||||||||||
| 23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||||||||||||||||||||||||
| 24. | Common stock | 3230 | 2,127,000 | 24. | |||||||||||||||||||||||||
| 25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 938,000 | 25. | |||||||||||||||||||||||||
| 26. | a. Retained earnings | 3632 | 6,270,000 | 26.a. | |||||||||||||||||||||||||
b. Accumulated other comprehensive income (1) | B530 | (5,000) | 26.b. | ||||||||||||||||||||||||||
c. Other equity capital components (2) | A130 | 0 | 26.c. | ||||||||||||||||||||||||||
| 27. | a. Total bank equity capital (sum of items 23 through 26.c) | 3210 | 9,330,000 | 27.a. | |||||||||||||||||||||||||
| b. Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 0 | 27.b. | ||||||||||||||||||||||||||
| 28. | Total equity capital (sum of items 27.a and 27.b) | G105 | 9,330,000 | 28. | |||||||||||||||||||||||||
| 29. | Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 44,620,000 | 29. | |||||||||||||||||||||||||
| Memoranda | |||||||||||||||||||||||||||||
| To be reported with the March Report of Condition. | |||||||||||||||||||||||||||||
| 1. | Indicate in the box at the right the number of the statement below that best describes the most | ||||||||||||||||||||||||||||
| comprehensive level of auditing work performed for the bank by independent external auditors as of | RCON | Number | |||||||||||||||||||||||||||
any date during 2020 | 6724 | NA | M.1. | ||||||||||||||||||||||||||
| 1a= | An integrated audit of the reporting institution’s financial | 2b= | An audit of the reporting institution's parent holding company's | ||||||||||||||||||||||||||
| statements and its internal control over financial reporting | consolidated financial statements only conducted in | ||||||||||||||||||||||||||||
| conducted in accordance with the standards of the American | accordance with the auditing standards of the AICPA or the | ||||||||||||||||||||||||||||
| Institute of Certified Public Accountants (AICPA) or Public | PCAOB by an independent public accountant that submits a | ||||||||||||||||||||||||||||
| Company Accounting Oversight Board (PCAOB) by an indepen- | report on the consolidated holding company (but not on the | ||||||||||||||||||||||||||||
| dent public accountant that submits a report on the institution | institution separately) | ||||||||||||||||||||||||||||
| 1b= | An audit of the reporting institution's financial statements only | 3= | This number is not to be used | ||||||||||||||||||||||||||
| conducted in accordance with the auditing standards of the | 4= | Directors’ examination of the bank conducted in accordance | |||||||||||||||||||||||||||
| AICPA or the PCAOB by an independent public accountant that | with generally accepted auditing standards by a certified public | ||||||||||||||||||||||||||||
| submits a report on the institution | accounting firm (may be required by state-chartering authority) | ||||||||||||||||||||||||||||
| 2a= | An integrated audit of the reporting institution's parent holding | 5= | Directors’ examination of the bank performed by other external | ||||||||||||||||||||||||||
| company's consolidated financial statements and its internal | auditors (may be required by state-chartering authority) | ||||||||||||||||||||||||||||
| control over financial reporting conducted in accordance with the | 6= | Review of the bank’s financial statements by external auditors | |||||||||||||||||||||||||||
| standards of the AICPA or the PCAOB by an independent public | 7= | Compilation of the bank’s financial statements by external | |||||||||||||||||||||||||||
| accountant that submits a report on the consolidated holding | auditors | ||||||||||||||||||||||||||||
| company (but not on the institution separately) | 8= | Other audit procedures (excluding tax preparation work) | |||||||||||||||||||||||||||
| 9= | No external audit work | ||||||||||||||||||||||||||||
| To be reported with the March Report of Condition. | RCON | Number | |||||||||||||||||||||||||||
| 2. | Bank's fiscal year-end date (report the date in MMDD format) | 8678 | NA | M.2. | |||||||||||||||||||||||||
1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.
09/2021
Exhibit 25.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |||||||
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |||||||
101 North Phillips Avenue | ||||||||
| Sioux Falls, South Dakota | 57104 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
LYB INTERNATIONAL FINANCE III, LLC
(Exact name of obligor as specified in its charter)
| Delaware | 81-5180761 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| 1221 McKinney St. | ||||||||
| Houston, Texas | 77010 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
LYONDELLBASELL INDUSTRIES N.V.
(Exact name of obligor as specified in its charter)
| The Netherlands | 98-0646235 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
4th Floor, One Vine Street | ||||||||
| London, W1J0AH | ||||||||
| The United Kingdom | ||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
_____________________________
Debt Securities
(Title of the indenture securities)
Item 1. General Information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 3rd day of December, 2021.
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
EXHIBIT 6
December 3, 2021
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||||||||
| By: | COMPUTERSHARE TRUST COMPANY, N.A., AS AGENT FOR | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | ||||||||
| /s/ Raymond Delli Colli | ||||||||
| Raymond Delli Colli | ||||||||
| Vice President | ||||||||
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2021, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| ASSETS | |||||||||||||||||
| Cash and balances due from depository institutions: | |||||||||||||||||
| Noninterest-bearing balances and currency and coin | $ | 24,470 | |||||||||||||||
| Interest-bearing balances | 239,601 | ||||||||||||||||
| Securities: | |||||||||||||||||
| Held-to-maturity securities | 262,493 | ||||||||||||||||
| Available-for-sale securities | 175,975 | ||||||||||||||||
| Equity Securities with readily determinable fair value not held for trading | 11 | ||||||||||||||||
| Federal funds sold and securities purchased under agreements to resell: | |||||||||||||||||
| Federal funds sold in domestic offices | 54 | ||||||||||||||||
| Securities purchased under agreements to resell | 72,580 | ||||||||||||||||
| Loans and lease financing receivables: | |||||||||||||||||
| Loans and leases held for sale | 22,157 | ||||||||||||||||
| Loans and leases, net of unearned income | 821,020 | ||||||||||||||||
| LESS: Allowance for loan and lease losses | 13,315 | ||||||||||||||||
| Loans and leases, net of unearned income and allowance | 807,705 | ||||||||||||||||
| Trading Assets | 75,487 | ||||||||||||||||
| Premises and fixed assets (including capitalized leases) | 10,722 | ||||||||||||||||
| Other real estate owned | 146 | ||||||||||||||||
| Investments in unconsolidated subsidiaries and associated companies | 13,836 | ||||||||||||||||
| Direct and indirect investments in real estate ventures | 69 | ||||||||||||||||
| Intangible assets | 30,813 | ||||||||||||||||
| Other assets | 50,492 | ||||||||||||||||
| Total assets | $ | 1,786,611 | |||||||||||||||
| Dollar Amount | |||||||||||||||||
| In Millions | |||||||||||||||||
| LIABILITIES | |||||||||||||||||
| Deposits: | |||||||||||||||||
| In domestic offices | $ | 1,486,000 | |||||||||||||||
| Noninterest-bearing | 575,044 | ||||||||||||||||
| Interest-bearing | 910,956 | ||||||||||||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 28,970 | ||||||||||||||||
| Noninterest-bearing | 247 | ||||||||||||||||
| Interest-bearing | 28,723 | ||||||||||||||||
| Federal funds purchased and securities sold under agreements to repurchase: | |||||||||||||||||
| Federal funds purchased in domestic offices | 2,365 | ||||||||||||||||
| Securities sold under agreements to repurchase | 5,868 | ||||||||||||||||
| Trading liabilities | 14,878 | ||||||||||||||||
| Other borrowed money | |||||||||||||||||
| (Includes mortgage indebtedness and obligations under capitalized leases) | 31,958 | ||||||||||||||||
| Subordinated notes and debentures | 11,975 | ||||||||||||||||
| Other liabilities | 32,786 | ||||||||||||||||
| Total liabilities | $ | 1,614,800 | |||||||||||||||
| EQUITY CAPITAL | |||||||||||||||||
| Perpetual preferred stock and related surplus | 0 | ||||||||||||||||
| Common stock | 519 | ||||||||||||||||
| Surplus (exclude all surplus related to preferred stock) | 114,820 | ||||||||||||||||
| Retained earnings | 55,422 | ||||||||||||||||
| Accumulated other comprehensive income | 1,016 | ||||||||||||||||
| Other equity capital components | 0 | ||||||||||||||||
| Total bank equity capital | 171,777 | ||||||||||||||||
| Noncontrolling (minority) interests in consolidated subsidiaries | 34 | ||||||||||||||||
| Total equity capital | 171,811 | ||||||||||||||||
| Total liabilities, and equity capital | $ | 1,786,611 | |||||||||||||||
I, Michael P. Santomassimo, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
| Michael P. Santomassimo | ||||||||||||||
| Sr. EVP & CFO | ||||||||||||||
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas