LyondellBasell Industries N.V S-3ASR, filed Dec 12, 2024

LyondellBasell Industries N.V. (LYB)

S-3ASR 2024-12-12

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	The Netherlands (State or other jurisdiction of incorporation or organization)			The Netherlands (State or other jurisdiction of incorporation or organization)
	98-0646235 (I.R.S. Employer Identification Number)			98-1109195, 98-1287217 (I.R.S. Employer Identification Number)
	4th Floor, One Vine Street London, W1J0AH The United Kingdom +44(0)207 220 2600 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			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)
	Jeffrey A. Kaplan 4th Floor, One Vine Street London, W1J0AH The United Kingdom +44(0)207 220 2600 (Name, address, including zip code, and telephone number, including area code, of agent for service)			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)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	ABOUT THIS PROSPECTUS					4
	LYONDELLBASELL INDUSTRIES N.V.					5
	LYB INTERNATIONAL FINANCE B.V.					5
	LYB INTERNATIONAL FINANCE II B.V.					5
	LYB INTERNATIONAL FINANCE III, LLC					5
	RISK FACTORS					5
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL STOCK					6
	DESCRIPTION OF DEBT SECURITIES					10
	DESCRIPTION OF GUARANTEES					21
	DESCRIPTION OF OTHER SECURITIES					21
	PLAN OF DISTRIBUTION					21
	SELLING SECURITYHOLDERS					22
	LEGAL MATTERS					22
	EXPERTS					22

			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)

	Exhibit Number			Description
	1.1**			Form of Underwriting Agreement for securities registered hereby
	3.1			Articles of Association of LyondellBasell Industries N.V., as amended June 1, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on June 5, 2018)
	3.2			Articles of Association of LYB International Finance B.V., dated as of May 14, 2013 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-3 dated June 17, 2013)
	3.3			Articles of Association of LYB International Finance II B.V., dated as of January 28, 2016 (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-3 dated February 19, 2016)
	3.4			Certificate of Formation of LYB International Finance III, LLC, dated as of December 28, 2016 (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-3 dated February 22, 2019)
	3.5			Limited Liability Company Agreement of LYB International Finance III, LLC, dated as of March 9, 2018 (incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-3 dated February 22, 2019)
	4.1			Specimen certificate for Class A ordinary shares, par value €0.04 per share, of LyondellBasell Industries N.V. (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on February 16, 2016)
	4.2			Registration Rights Agreement by and among LyondellBasell Industries N.V. and the Holders (as defined therein), dated as of April 30, 2010 (incorporated by reference to Exhibit 4.7 to our Amendment No. 2 to Form 10 dated July 26, 2010)
	4.3			Second Amended and Restated Nomination Agreement, dated June 1, 2018, between AI International Chemicals S.à R.L. and LyondellBasell Industries N.V. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 5, 2018)
	4.4			Indenture, between LyondellBasell Industries N.V., as Company, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, dated as of March 5, 2015 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)
	4.5			Officer’s Certificate of LyondellBasell Industries N.V. relating to the 4.625% Senior Notes due 2055, dated as of March 5, 2015 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 5, 2015)

	Exhibit Number			Description
	4.6			Form of LyondellBasell Industries N.V.’s 4.625% Senior Notes due 2055 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on March 5, 2015 and included in Exhibit 4.2 thereto)
	4.7**			Form of debt security of LyondellBasell Industries N.V.
	4.8			Indenture, among LYB International Finance B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, dated as of July 16, 2013 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 16, 2013)
	4.9			Officer’s Certificate of LYB International Finance B.V. relating to the 5.250% Guaranteed Notes due 2043, dated as of July 16, 2013 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, 2013)
	4.10			Form of LYB International Finance B.V.’s 5.250% Guaranteed Notes due 2043 (incorporated by reference to Exhibit 4.3 to our Form 8-K filed with the SEC on July 16, 2013)
	4.11			Officer’s Certificate of LYB International Finance B.V. relating to the 4.875% Guaranteed Notes due 2044, dated as of February 28, 2014 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28, 2014)
	4.12			Form of LYB International Finance B.V.’s 4.875% Guaranteed Notes due 2044 (incorporated by reference to Exhibit 4.2 to our Form 8-K filed with the SEC on February 28, 2014)
	4.13**			Form of debt security of LYB International Finance B.V.
	4.14**			Form of guarantee agreement of LYB International Finance B.V.
	4.15			Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of March 2, 2016 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 2, 2016)
	4.16			Officer’s Certificate of LYB International Finance II B.V. relating to the 3.500% Guaranteed Notes due 2027, dated as of March 2, 2017 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017)
	4.17			Form of LYB International Finance II B.V.’s 3.500% Guaranteed Notes due 2027 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 2, 2017 and included in Exhibit A thereto)
	4.18			Supplemental Indenture, among LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 17, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, 2019)
	4.19			Form of LYB International Finance II B.V.’s 0.875% Guaranteed Notes due 2026 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, 2019)
	4.20			Form of LYB International Finance II B.V.’s 1.625% Guaranteed Notes due 2031 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 17, 2019)
	4.21**			Form of debt security of LYB International Finance II B.V.
	4.22**			Form of guarantee agreement of LYB International Finance II B.V.
	4.23			Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019)

	Exhibit Number			Description
	4.24			Officer’s Certificate of LYB International Finance III, LLC relating to the 4.200% Guaranteed Notes due 2049, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 10, 2019)
	4.25			Form of LYB International Finance III, LLC’s 4.200% Guaranteed Notes due 2049 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 10, 2019)
	4.26			Officer’s Certificate of LYB International Finance III, LLC relating to the 3.375% Guaranteed Notes due 2030, and 4.200% Guaranteed Notes due 2050 dated as of April 20, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)
	4.27			Form of LYB International Finance III, LLC’s 3.375% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)
	4.28			Form of LYB International Finance III, LLC’s 4.200% Guaranteed Notes due 2050 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 21, 2020)
	4.29			Officer’s Certificate of LYB International Finance III, LLC relating to the 1.250% Guaranteed Notes due 2025, 2.250% Guaranteed Notes due 2030, 3.375% Guaranteed Notes due 2040, 3.625% Guaranteed Notes due 2051, and 3.800% Guaranteed Notes due 2060, dated as of October 8, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.30			Form of LYB International Finance III, LLC’s 1.250% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.31			Form of LYB International Finance III, LLC’s 2.250% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.32			Form of LYB International Finance III, LLC’s 3.375% Guaranteed Notes due 2040 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.33			Form of LYB International Finance III, LLC’s 3.625% Guaranteed Notes due 2051 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.34			Form of LYB International Finance III, LLC’s 3.800% Guaranteed Notes due 2060 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 8, 2020)
	4.35			Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Base Trustee, and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023)
	4.36			Officer’s Certificate of LYB International Finance III, LLC relating to the 5.625% Guaranteed Notes due 2033, dated as of May 19, 2023 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)
	4.37			Form of LYB International Finance III, LLC’s 5.625% Guaranteed Notes due 2033 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on May 19, 2023)

	Exhibit Number			Description
	4.38			Officer’s Certificate of LYB International Finance III, LLC relating to the 5.500% Guaranteed Notes due 2034, dated as of February 28, 2024 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 28, 2024).
	4.39			Form of LYB International Finance III, LLC’s 5.500% Guaranteed Notes due 2034 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on February 28, 2024)
	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*			Legal opinion of De Brauw Blackstone Westbroek N.V.
	5.2*			Legal opinion of Gibson, Dunn & Crutcher LLP
	23.1*			Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1)
	23.2*			Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2)
	23.3*			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
	24.1*			Powers of Attorney (included on the signature pages hereto)
	25.1*			Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture, between LyondellBasell Industries N.V., as Issuer and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee
	25.2*			Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture, between LYB International Finance B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee
	25.3*			Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture, between LYB International Finance II B.V., as Issuer, LyondellBasell Industries N.V., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee
	25.4*			Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture, between LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Base Trustee
	25.5*			Statement of Eligibility of Trustee on Form T-1 with respect to the Indenture, between LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee
	107*			Filing Fee Table

Signature	Title	Date
/s/ Peter Vanacker Peter Vanacker	Chief Executive Officer and Director (Principal Executive Officer)	December 12, 2024
/s/ Michael C. McMurray Michael C. McMurray	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 12, 2024
/s/ Chukwuemeka A. Oyolu Chukwuemeka A. Oyolu	Senior Vice President, Chief Accounting Officer and Investor Relations (Principal Accounting Officer)	December 12, 2024
/s/ Jacques Aigrain Jacques Aigrain	Chair of the Board and Director	December 12, 2024
/s/ Lincoln Benet Lincoln Benet	Director	December 12, 2024
/s/ Robin W.T. Buchanan Robin W.T. Buchanan	Director	December 12, 2024

Date 12 December 2024		F.J.M. Hengst E ferdinand.hengst@debrauw.com T +31 20 577 1956 F +31 20 577 1775

Our ref.	A50916670/1/20702779

	By:	/s/ Charity R. Kohl
	Name:	Charity R. Kohl
	Title:	Company Secretary
	Date:	12 December 2024

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

By:	/s/ Raymond Delli Colli
	Name:	Raymond Delli Colli
	Title:	Vice President

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

	By:	/s/ Raymond Delli Colli
		Title: Vice President

November 26, 2024

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,112
Interest-bearing balances		.370,129
Securities:
Held-to-maturity securities		.-0-
Available-for-sale securities		-0-
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		-0-
Securities purchased under agreements to resell		-0-
Loans and lease financing receivables:
Loans and leases held for sale		-0-
Loans and leases, net of unearned income		-0-
LESS: Allowance for loan and lease losses		-0-
Loans and leases, net of unearned income and allowance		-0-
Trading assets		-0-
Premises and fixed assets (including capitalized leases)		8,047
Other real estate owned		-0-
Investments in unconsolidated subsidiaries and associated companies		-0-
Direct and indirect investments in real estate ventures		-0-
Intangible assets:
Goodwill		134,206
Other intangible assets		462,169
Other assets		147,180
Total assets		1,125,843

LIABILITIES
Deposits:
In domestic offices			-0-
Noninterest-bearing			-0-
Interest-bearing			-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			-0-
Securities sold under agreements to repurchase			-0-
Trading liabilities			-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			-0-
Not applicable
Not applicable
Subordinated notes and debentures			-0-
Other liabilities			173,588
Total liabilities			173,588

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			500
Surplus (exclude all surplus related to preferred stock)			850,876
Retained earnings			100,879

Accumulated other comprehensive income			-0-
Other equity capital components			-0-
Total bank equity capital			952,255
Noncontrolling (minority) interests in consolidated subsidiaries			-0-
Total equity capital			952,255
Total liabilities and equity capital			1,125,843

National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)

150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)
Law Department Computershare Trust Company, National Association 150 Royall Street, Canton, MA 02021 (781) 575-2000 (Name, address and telephone number of agent for service)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)

1 COLUMBUS CIRCLE
NEW YORK, NEW YORK	10019
(Address of principal	(Zip Code)
executive offices)

The Netherlands	98-1287217
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Delftseplein 27E
3013AA Rotterdam
(Address of principal executive offices)

The Netherlands	98-0646235
(State or other jurisdiction of
incorporation or organization)

4th Floor, One Vine Street	(I.R.S. Employer
London, W1J0AH	Identification No.)
The United Kingdom
(Address of principal executive offices)

	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.

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 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2023 (see attached).

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.

DEUTSCHE BANK TRUST COMPANY AMERICAS

	/s/ Sebastian Hidalgo
By:	Name:	Sebastian Hidalgo
	Title:	Assistant Vice President

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

	By:	/s/ Raymond Delli Colli
		Name: Raymond Delli Colli
		Title: Vice President

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
333 South Hope Street
Suite 2525
Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

Delaware	81-5180761
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1221 McKinney St.
Houston, Texas	77010
(Address of principal executive offices)	(Zip code)

The Netherlands	98-0646235
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
4th Floor, One Vine Street
London, W1J0AH
The United Kingdom
(Address of principal executive offices)	(Zip code)

	Name		Address
	Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219

	Federal Reserve Bank		San Francisco, CA 94105

	Federal Deposit Insurance Corporation		Washington, DC 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ J.L. Gillis
	Name:	Jennifer Gillis
	Title:	Vice President

	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		26,798
Interest-bearing balances		301,825
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		525
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		0
LESS: Allowance for credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		10,600
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		95,524

Total assets	$	1,291,585

Kevin C. Weeks, President	)
Cathleen Sokolowski, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)