Lyondell Chemical Company, Equistar Chemicals, LP and Equistar Funding Corporation Launch Cash Tender Offers and Related Consent
20 Novembre 2007 - 4:40PM
PR Newswire (US)
Lyondell Chemical Company Securities: HOUSTON, Nov. 20
/PRNewswire-FirstCall/ -- Lyondell Chemical Company (NYSE:LYO)
("Lyondell") and its subsidiaries Equistar Chemicals, LP
("Equistar") and Equistar Funding Corporation ("Equistar Funding,"
together with Equistar, the "Equistar Issuers") announced today
that they have commenced cash tender offers (the "Offers") for an
aggregate of approximately $4.01 billion of outstanding debt
securities (as listed above and collectively, "Notes") issued by
Lyondell and Equistar Issuers, as applicable. More details on the
Notes are provided in Table 1 below. In conjunction with each of
the Offers, Lyondell or the Equistar Issuers, as applicable, are
soliciting consents (the "Consent Solicitations") from holders of
the applicable series of Notes to effect certain proposed
amendments (the "Proposed Amendments") to the indenture governing
such series of Notes, including elimination of substantially all of
the restrictive covenants. The Offers and Consent Solicitations are
conducted in connection with the proposed merger of Lyondell with
BIL Acquisition Holdings Limited, a Delaware corporation and
wholly-owned subsidiary of Basell AF S.C.A., a Luxembourg company
(the "Merger"). The Offer for each series of Notes will expire at
12:01 a.m. EST on Dec. 20, 2007, unless extended or earlier
terminated by Lyondell or the Equistar Issuers, as applicable, in
their sole discretion (the "Expiration Date"). The Consent
Solicitation for each series of Notes will expire at or prior to 5
p.m. EST, on Dec. 5, 2007, unless extended or earlier terminated by
Lyondell or the Equistar Issuers, as applicable, in their sole
discretion (the "Consent Payment Deadline"). Holders may not tender
their Notes without also delivering consents and may not deliver
consents without also tendering their Notes. Holders that validly
tender their Notes pursuant to the Offers will be deemed to have
validly delivered their consents related to such Notes. Tendered
Notes may not be withdrawn, and consents may not be revoked, after
the Consent Payment Deadline. The total consideration per $1,000
principal amount of the Notes validly tendered and not validly
withdrawn at or prior to the Consent Payment Deadline (the "Total
Consideration") will be an amount equal to: -- the sum of -- the
present value on Dec. 20, 2007, (the "Initial Payment Date") of the
applicable Next Redemption Price on the applicable Next Redemption
Date (specified in Table 1 below), and -- the present value on the
Initial Payment Date of the amount of interest that would accrue
from the last date on which interest has been paid until the
applicable Next Redemption Date -- minus -- accrued and unpaid
interest from the last date on which interest has been paid up to,
but not including, the Initial Payment Date. The discount rate for
calculating the present value is based on a fixed spread of 50
basis points over the yield as of 2 p.m. EST on Dec. 5, 2007, (the
"Price Determination Date") of the applicable U.S. Treasury
Security (the "Reference Security", specified in Table 1 below).
The Total Consideration, payable on or about the Initial Payment
Date, includes a consent payment of $30 per $1,000 principal amount
of the Notes to holders who validly tender the Notes, and thereby
validly deliver consents related to the Notes, at or prior to the
Consent Payment Deadline. Holders whose Notes are validly tendered
after the Consent Payment Deadline and accepted for purchase will
receive the Total Consideration minus the $30 consent payment per
$1,000 principal amount of the Notes promptly after the Expiration
Date. In addition, accrued and unpaid interest from the last
interest payment date to, but not including, the applicable payment
date will be paid on all validly tendered and accepted Notes. Table
1 provides additional details about the Notes and summarizes the
material pricing terms of the Offers for the Notes. Table 1 -
Details Regarding the Notes; Material Pricing Terms of the Tender
Offers Lyondell's Notes Principal Amount Next Next CUSIP
Outstanding Security Redemption Redemption Reference Number ($
millions) Description Date Price Security 10.500% 4.875% U.S.
Senior June 1, Treasury 552078AV9 $325 Secured 2008 $1,052.50 Note
due May Notes due 31, 2008 2013 8.000% 3.875% U.S. 552078AW7 $875
Senior Sept. 15, $1,040.00 Treasury Note Notes due 2010 due Sept.
15, 2014 2010 8.250% 4.625% U.S. 552078AX5 $900 Senior Sept. 15,
$1,041.25 Treasury Notes due 2011 Note due Aug. 2016 31, 2011
6.875% 4.750% U.S. 552078AY3 $510 Senior June 15, $1,034.38
Treasury Notes due 2012 Note due May 2017 31, 2012 Equistar
Issuers' Notes Principal Amount Next Next CUSIP Outstanding
Security Redemption Redemption Reference Number ($ millions)
Description Date Price Security 10.125% 4.875% U.S. 29444NAF9 $400
Senior Sept. 1, $1,000.00 Treasury Notes due 2008 Note due Aug.
2008 31, 2008 8.750% 4.500% U.S. 29444NAD4 $600 Notes Feb. 15,
$1,000.00 Treasury due 2009 2009 Note due Feb. 15, 2009 10.625%
4.875% U.S. 29444NAH5 $400 Senior May 1, $1,026.56 Treasury Notes
due 2008 Note 2011 due April 30, 2008 Each Offer and Consent
Solicitation is made independently of the other Offers and Consent
Solicitations. Lyondell and the Equistar Issuers reserve the right
to terminate, withdraw or amend any Offer and Consent Solicitation,
as applicable, independently of the other Offers and Consent
Solicitations at any time and from time to time. The completion of
the Offers and Consent Solicitations is not a condition to
completion of the Merger, but the completion of the Merger is a
condition, among other things, to the obligations of Lyondell or
the Equistar Issuers, as applicable, to accept and pay for the
Notes pursuant to the Offers and Consent Solicitations. The
complete terms and conditions of the Offers and Consent
Solicitations are set forth in the Offer to Purchase and Consent
Solicitation Statement dated Nov. 20, 2007, (the "Offer and Consent
Statement"), which is being sent to holders of the Notes. Holders
are urged to carefully read the Offer and Consent Statement and
related materials. Goldman, Sachs & Co. and Merrill Lynch &
Co. are the dealer managers for the Offers and solicitation agents
for the Consent Solicitations. Questions regarding the Offers and
Consent Solicitations may be directed to Goldman, Sachs & Co.
at (877) 686-5059 (toll-free) [(212) 357-0775 (collect)] and
Merrill Lynch & Co. at (888) 654-8637 (toll-free) [(212)
449-4914 (collect)]. Copies of the Offer and Consent Statement and
related materials may be obtained from the Information Agent, D. F.
King & Co., Inc. at (800) 290-6429 (U.S. toll free) and (212)
269-5550 (Banks and Brokers). This announcement is not an offer to
purchase, a solicitation for acceptance of an offer to purchase, or
a solicitation of consents with respect to, any securities. The
Offers and Consent Solicitations are being made solely pursuant to
the Offer and Consent Statement and related materials. About
Lyondell Lyondell Chemical Company, headquartered in Houston,
Texas, is North America's third-largest independent, publicly
traded chemical company. Lyondell is a leading global manufacturer
of chemicals and plastics, a refiner of heavy, high-sulfur crude
oil and a significant producer of fuel products. Key products
include ethylene, polyethylene, styrene, propylene, propylene
oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.
Forward-Looking Statements The statements in this release relating
to matters that are not historical facts are forward-looking
statements. These forward-looking statements are based upon the
current beliefs and expectations of management, and are subject to
significant risks and uncertainties. Actual results could differ
materially based on factors including, but not limited to,
Lyondell's ability to implement its business strategies, including
the ability of Lyondell and Basell to complete the proposed merger;
availability, cost and price volatility of raw materials and
utilities; supply/demand balances; industry production capacities
and operating rates; uncertainties associated with the U.S. and
worldwide economies; legal, tax and environmental proceedings;
cyclical nature of the chemical and refining industries; operating
interruptions; current and potential governmental regulatory
actions; terrorist acts; international political unrest;
competitive products and pricing; technological developments; risks
of doing business outside of the U.S.; access to capital markets;
and other risk factors. Additional factors that could cause results
to differ materially from those described in the forward-looking
statements can be found in the Lyondell, Equistar and Millennium
Annual Reports on Form 10-K for the year ended December 31, 2006
and Quarterly Reports on Form 10-Q for the quarter ended September
30, 2007. DATASOURCE: Lyondell Chemical Company; Equistar
Chemicals, LP CONTACT: media, David A. Harpole, +1-713-309-4125, or
investors, Douglas J. Pike, +1-713-309-7141, both of Lyondell
Chemical Company Web site: http://www.lyondell.com/
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