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Press release from PR Newswire

Lyondell Announces Early Tender Offer Results and Receipt of Consents For Its 8% Senior Secured Notes Due 2017 and 11% Senior Secured Notes Due 2018

Thursday, November 03, 2011

Lyondell Announces Early Tender Offer Results and Receipt of Consents For Its 8% Senior Secured Notes Due 2017 and 11% Senior Secured Notes Due 201808:00 EDT Thursday, November 03, 2011ROTTERDAM, Netherlands, Nov. 3, 2011 /PRNewswire/ -- LyondellBasell Industries N.V. (NYSE: LYB) today announced the early tender results of the previously announced cash tender offer (the "Tender Offer") by its wholly-owned subsidiary, Lyondell Chemical Company (the "Company"), for up to $1,470,134,000 aggregate principal amount of the Company's outstanding 8% Senior Secured Dollar Notes due 2017 (the "Dollar Notes") and 8% Senior Secured Euro Notes due 2017 (the "Euro Notes" and together with the Dollar Notes, the "8% Notes"), and up to $1,318,672,000 aggregate principal amount of the Company's outstanding 11% Senior Secured Dollar Notes due 2018 (the "11% Notes" and together with the 8% Notes, the "Notes") and consent solicitation (the "Consent Solicitation) to amend certain terms of the Notes and the indentures governing the Notes to release certain of the collateral securing the Notes and modify other provisions relating to restrictive covenants. As of the previously announced early tender and consent payment deadline of 5:00 p.m., New York City time, on Nov. 2, 2011 (the "Early Tender/Consent Deadline"), $2,196,634,255 in aggregate principal amount, or approximately 98.62 percent, of the 8% Notes outstanding held by non-affiliates has been validly tendered and not withdrawn, $2,618,963,978 in aggregate principal amount, or approximately 99.30 percent, of the 11% Notes outstanding held by non-affiliates has been validly tendered and not withdrawn, and holders of an additional $3,694,857 in aggregate principal amount, or approximately 0.17 percent, of the 8% Notes outstanding held by non-affiliates, and holders of an additional $1,308,013 in aggregate principal amount, or approximately 0.05 percent of the 11% Notes outstanding held by non-affiliates, have not tendered, but have provided consents that have been validly tendered and not revoked.As the Tender Offer is oversubscribed with respect to each series of Notes, the Company has accepted for purchase tendered Notes on a prorated basis in the manner described in the Statement.  Holders who tender Notes or deliver Consents after the Early Tender/Consent Deadline will not have any of their Notes or Consents accepted for payment.As of the Early Tender/Consent Deadline, holders of more than a 66 percent supermajority of the aggregate principal amount of 8% Notes under the applicable indenture and holders of more than a 66 percent supermajority of the aggregate principal amount of 11% Notes under the applicable indenture have provided consents to adopt the proposed amendments to the indenture pursuant to which the Notes were issued.  As a result, the Company and the trustees under the indentures have executed supplemental indentures to amend the indentures governing the Notes, which will result in the release of all of the collateral securing the 8% Notes and all of the collateral securing the 11% Notes and modify other provisions relating to restrictive covenants.The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Company's Offer to Purchase and Consent Solicitation dated as of Oct. 20, 2011 (the "Statement") and related Letter of Transmittal and Consent, copies of which may be obtained by contacting D.F. King & Co., Inc. as the depositary and information agent at (800) 431-9645 (toll free).  BofA Merrill Lynch and Credit Suisse are acting as lead dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation.  Citigroup and Deutsche Bank Securities are acting as joint dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation.  Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) or Credit Suisse at (800) 820-1653 (toll free) or (212) 325-5912 (collect).THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR A SOLICITATION OF CONSENT WITH RESPECT TO ANY SECURITIES. THE TENDER OFFER AND THE CONSENT SOLICITATION ARE BEING MADE SOLELY PURSUANT TO THE STATEMENT AND RELATED LETTER OF TRANSMITTAL AND CONSENT, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER AND CONSENT SOLICITATION WHICH HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION. THE TENDER OFFER AND THE CONSENT SOLICITATION ARE NOT BEING MADE TO HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE MAKING OF OR ACCEPTANCE OF THE TENDER OFFER OR THE CONSENT SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE COMPANY EXPRESSLY RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, TO TERMINATE THE TENDER OFFER AND THE CONSENT SOLICITATION. THIS PRESS RELEASE DOES NOT CONSTITUTE A NOTICE OF REDEMPTION OR AN OBLIGATION TO ISSUE A NOTICE OF REDEMPTION IN RESPECT OF ANY OF THE NOTES.LyondellBasell (NYSE: LYB) is one of the world's largest plastics, chemical and refining companies.  The company manufactures products at 58 sites in 18 countries.  LyondellBasell products and technologies are used to make items that improve the quality of life for people around the world including packaging, electronics, automotive parts, home furnishings, construction materials and biofuels.  More information about LyondellBasell can be found at www.lyondellbasell.com.This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. In many cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms and other comparable terminology. These statements are only predictions. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. The forward-looking statements made in this press release relate only to events as of the date of this release. We undertake no ongoing obligation to update these statements.Media Contact:David A. Harpole +1 713-309-4125 Investor Contact:Douglas J. Pike +1 713-309-7141SOURCE LyondellBasell Industries