2007/7/17 Basell /Lyondell 　　　　　　　　　Creditors' suit cites warnings inside Basell

Basell to acquire Lyondell Chemical Company for $48 per share

Basell, the global leader in polyolefins, and Lyondell Chemical Company, one of the world’s largest chemical companies, announced today that they have signed a definitive agreement pursuant to which Basell will acquire Lyondell’s outstanding common shares for $48 per common share in an all cash transaction with a total enterprise value of approximately $19 billion, including the assumption of debt.

The purchase price per share represents a 45% premium to Lyondell’s closing share price on May 10, 2007, the day prior to the disclosure by Access Industries, the industrial group that owns Basell, of its potential interest in Lyondell, and a 20% premium to Lyondell’s closing share price on July 16, 2007. The transaction was unanimously approved by the Boards of Directors of Basell and Lyondell.

The transaction will create one of the sector’s largest companies. Lyondell’s three business segments -- ethylene, co-products and derivatives; propylene oxide and related products; and refining -- will complement and significantly strengthen Basell’s polyolefins business. Basell and Lyondell together would have had combined 2006 revenues of approximately $34 billion and 15,000 employees around the world.

Platts 2007/7/17

Basell to buy Lyondell in $19 bil deal including Houston refinery

Dutch chemicals producer Basell has agreed to buy Houston-based Lyondell Chemical, including its 268,000 b/d refinery in the Texas city, for about $19 billion, the companies reported Tuesday.


Lyondell in August 2006 bought partner Citgo's 41.25% stake for $2.1 billion. Lyondell also confirmed at the time that it had inked a new five-year, 230,000 b/d crude supply contract for the refinery with Citgo's parent, Venezuelan state oil company PDVSA.

Lyondell

合併時の各社の能力は以下の通り。（千トン/年）

2007/3/5　Lyondell、酸化チタン事業をサウジ社に売却
2006/8 Lyondell Acquires Partner's Interest in Houston Refinery

Aug 16, 2006

Lyondell Acquires Partner's Interest in Houston Refinery

Lyondell Chemical Company today announced that it has acquired CITGO's 41.25 percent ownership interest in Lyondell-Citgo Refining LP (LCR) in a transaction valued at approximately $2.1 billion, including CITGO's portion of the refinery's debt. Concurrently, Lyondell has negotiated a new five-year, 230,000-barrel-per-day crude oil contract with a subsidiary of Petroleos de Venezuela, S.A. for the refinery. The new contract is based on market prices, which in recent years have been lower than those under the previous crude supply agreement.

1993
LYONDELL-CITGO Refining (LCR) is formed as the Houston Refinery becomes a joint venture with CITGO Petroleum Corporation
（ライオンデル５８．７５％出資）

Citgoが米Lyondell-Citgo製油所の権益を売却

8月16日、PDVSAの米国子会社Citgoは、米石化大手のLyondellと共同経営する米テキサス州ヒューストンのLyondell-Citgo製油所の権益の全て（41.25%）を、Lyondellに21億ドルで売却した。
CitgoとLyondellは、PDVSAからの原油供給等を巡り、関係の悪化が伝えられており、両社は本年4月Lyondell-Citgo製油所の売却を発表していた。同製油所は、26.8万b/dを精製し、米国で超重質油を扱う製油所の中でも最大規模を誇る。

2007/10/31 Basell

LyondellBasell Industries to be new company name

Basell and Lyondell Chemical Company jointly announced today their plans for naming the company which will result from their planned merger. Following completion of the merger transaction, the newly combined company will be named LyondellBasell Industries.

---

October 26, 2007 Associated Press

EU Clears Basell Bid for Lyondell

European Union antitrust regulators on Friday(10/26) cleared Basell's $12.6 billion acquisition of its U.S. rival Lyondell Chemical Co., a deal that will create one of the world's largest chemical companies.

The European Commission said the 8.79-billion euro buyout did not pose any competition concerns.

The EU executive said the companies' activities in the EU "are largely complementary" due to their different production areas.

　

2007/12/20 LyondellBasell

Basell and Lyondell Complete Merger Creating LyondellBasell Industries

Basell AF and Lyondell Chemical Company today completed their merger, creating LyondellBasell Industries, the world's third-largest independent chemical company.
LyondellBasell businesses include polymers, chemicals, fuels and technology with combined pro forma revenues of nearly US$43 billion for the 12 months ending Sept. 30, 2007. The company has 60 manufacturing sites in 19 countries on five continents and nearly 15,000 employees worldwide.


Headquartered in The Netherlands, LyondellBasell (http://www.lyondellbasell.com) is privately owned by Access Industries.

Key Facts About LyondellBasell Industries
-- Vertically integrated facilities enable conversion of crude hydrocarbons to materials for advanced applications
-- Global reach and scope to compete effectively worldwide
-- Four businesses: polymers, chemicals, fuels and technology
-- Technology business leads its industry in process technology and catalysts
-- Combined annual revenues of $42.8 billion *
-- More than 60 manufacturing sites in 19 countries on five continents
-- Sales in more than 120 countries
　　　*Pro forma revenues for the 12 months ended Sept. 30, 2007

#1 Global -- Polyolefins and Polypropylene Compounding
#1 Global -- Propylene Oxide
#1 Global -- Polyolefins Licensing
#1 Global -- Polypropylene Catalysts
#1 Global -- Polypropylene
#3 Global -- Polyethylene
#2 Global -- Oxygenated Fuels
#2 Global -- Propylene Glycol & Propylene Glycol Ethers
#5 Global -- Light Olefins (ethylene and propylene)
-- North American refinery with 268,000 barrels per day heavy crude capacity

2008/6/27　LyondellBasell

LyondellBasell Industries subsidiary to stop producing LDPE at its Pasadena, Texas, facility

Equistar Chemicals, LP will stop producing low density polyethylene (LDPE) at its Pasadena, Texas, tubular process unit by the end of the year, parent company LyondellBasell Industries announced today.  Production will shift to other sites.

“The decision to stop producing LDPE at this facility was made after an extensive review, which demonstrated that the unit was no longer financially viable,” said Jerry Parker, Vice President of Polyethylene Americas.

The Pasadena LDPE unit is operated for Equistar by Sunoco. Equistar owns and operates three other LDPE facilities in North America - in Clinton, Iowa; La Porte, Texas; and Morris, Ill. In addition, LyondellBasell Industries owns a refinery and three other facilities that produce chemicals and polyolefins in Pasadena.

The Pasadena LDPE plant is the smallest of Equistar's 4 LDPE units and has the capacity to make 140 million lbs/year (63,500/mt) of LDPE. LDPE is also produced at: Clinton, Iowa (430 million lbs/year); LaPorte, Texas (395 million lbs/year); Morris, Illinois (540 million lbs/year).

“High operating costs at the site and unfavorable market economics have provided inadequate financial returns. With the challenging market conditions in North America, continued growth requires economies of scale, low conversion costs and the ability to produce value-added products,” Parker said.

2008/7/29 Basell

LyondellBasell Starts up New PP Compounding Plant in Mexico

LyondellBasell Industries has announced the start-up of a new polypropylene (PP) compounding facility in Altamira, Mexico, with a nominal capacity of 30 KT per year. The company is the leading global producer of PP compounded products and supplies the automotive, appliance, electrical and electronics sectors.

2008/8/1 LyondellBasell

LyondellBasell Industries subsidiary sells its Sarnia, Ontario, site to Shell

Basell Canada Inc. has sold the assets and land located at its Sarnia, Ontario, site to Shell’s Canadian affiliates, parent company LyondellBasell Industries announced today.

Included in the sale was the feed preparation unit, pipelines, propylene storage and all of the land at the site. The site also includes an isopropyl alcohol unit, which is currently owned by Shell.

http://www.knak.jp/blog/2007-08-1.htm#basell-shell

2008/8/6 LyondellBasell

LyondellBasell grants Spheripol PP technology license to SABIC affiliate for a 525 KT plant

Arabian Industrial Fibres company (Ibn Rushd), an affiliate of SABIC, has selected LyondellBasell Industries Spheripol process technology for a new 525 KT per year polypropylene plant in Yanbu, Kingdom of Saudi Arabia. Startup of this largest single Spheripol line ever licensed is expected in 2012.

“Ibn Rushd is a world-scale enterprise targeting superior economics and a broad and leading product portfolio, and Spheripol PP technology clearly emerged as the most suitable technology choice”, said Khalil Ibn Salamah, Licensing Manager of SABIC.

He added, “Our selection of LyondellBasell’s PP technology platform is a good basis for pursuing future projects of the SABIC group in polypropylene”.

2008/9/9 Basell 　　　　　　2007/12/25　Basell など、Trinidad and Tobago で PP 事業

LyondellBasell and partners have signed a Project Development Agreement

LyondellBasell Industries, through its wholly owned subsidiary Basell Service Company B.V.; the Government of Trinidad and Tobago; The National Gas Company of Trinidad and Tobago, Ltd. (NGC); National Energy Corporation of Trinidad and Tobago, Ltd. (NEC) and Lurgi GmbH announced today that they have signed a Project Development Agreement. It is intended to provide the relevant framework to govern the relationship among the parties to evaluate jointly the construction and operation of a fully integrated polypropylene complex in Trinidad and Tobago.

The project will include the production of 490 KT of polyolefins based on three world-scale plants, including a methanol plant and a methanol-to-propylene (MTPR) plant. The propylene produced by Lurgi´s MegaMethanol(R) and MTP(R) technologies will supply feedstock to a polypropylene plant based on LyondellBasell’s Spherizone technology.

2008/12/31　Reuters

LyondellBasell considers bankruptcy filing 　　　　　　　　　　

LyondellBasell, the world's third-largest petrochemical company, is considering filing for Chapter 11 bankruptcy as part of its efforts to restructure debt, a company spokeswoman said on Wednesday.


LyondellBasell disclosed in a December 29 regulatory filing that it had begun negotiating with lenders on extending payment dates and restructuring debt. It negotiated one postponement on $160 million in loan-related fees, the filing said.

The company has $26 billion in debt, according to Standard & Poor's, which slashed the company's rating to "selective default" on Tuesday. Moody's Investors Service also cut the company's rating two notches, to Caa2 from B2.

-----------------
2008/12/31　Bloomberg

LyondellBasell Considers Bankruptcy Filing as Takeover Sours

LyondellBasell Industries AF, the chemicals maker controlled by billionaire Len Blavatnik, is considering filing for bankruptcy as a way to restructure debt that financed its $12.7 billion merger a year ago.（＝Lyondell ）

The chemicals maker is struggling with a collapse in home and auto sales that has depressed demand for everything from car bumpers to paint. LyondellBasell’s lenders face losses of more than 90 cents on the dollar as it joins Harrah’s Entertainment Inc., Realogy Corp. and GMAC LLC in seeking to restructure the debt-fueled buyouts of the past two years.

LyondellBasell’s $615 million of 8.375 percent notes due in 2015 were last quoted at 7 cents on the dollar, according to Trace, the Financial Industry Regulatory Authority’s bond-price system. The $225 million of 9.8 percent notes due in 2020 were priced at 25 cents on the dollar, Trace data shows.

‘Selective Default’

LyondellBasell is in “selective default” after postponing $280 million of interest payments and faces a “rapidly weakening liquidity position” with $26 billion of debt, Standard & Poor’s analysts led by Tobias Mock in Frankfurt wrote in a report late yesterday. The company said in an e-mailed statement yesterday that it's “not currently in default according to its agreements with its lenders.”

2008/12/30 Statement From LyondellBasell Related to Standard & Poor's Press Release

Following Standard & Poor's press release earlier today, LyondellBasell issued the following statement:
"Standard & Poor's definition of 'selected default' related to our corporate credit rating should not be misinterpreted to suggest that LyondellBasell is currently in default of its bank agreements. As they stated in their press release, 'This is a default in our opinion according to our definitions and criteria.' LyondellBasell is not currently in default according to its agreements with its lenders."

Goldman Sachs Group Inc., Merrill Lynch & Co., Citigroup Inc. and other banks arranged LyondellBasell’s debt financing, which includes $12.5 billion of first-lien bank loans, $5.5 billion of second-lien notes and loans and $2.5 billion of third-lien notes and loans, according to S&P.

Falling Debt

The company’s U.S. denominated senior bank debt, which is repaid first in bankruptcy, fell from 60 cents on the dollar at the end of October to 42 cents on the dollar, according to London-based pricing service Markit Ltd.

S&P said LyondellBasell also postponed $120 million in interest due under notes issued by a finance unit. LyondellBasell before the downgrade to “selective default” yesterday was rated B-, six levels below investment grade, at S&P.

BB+ BB BB- B+ B B-

2009/1/6 LyondellBasell

LyondellBasell’s U.S. Operations and one of its European Holding Companies File Chapter 11 to Restructure Balance Sheet -

Company Has Commitment for Significant DIP Financing Including $3.25 Billion of New Funding -
Company Intends Global Business Operations to Continue Normally -
Filing Does Not Include LyondellBasell’s Non-U.S. Operating Companies

LyondellBasell Industries announced today that, in order to facilitate a restructuring of its debts, its U.S. operations and one of its European holding companies have voluntarily filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The company also announced that, pending Court approval, it has made arrangements for up to $8 billion in debtor-in-possession (DIP) financing to fund continuing operations. Of this total, $3.25 billion consists of new funding; $3.25 billion represents a refinancing of certain obligations under LyondellBasell's existing senior secured credit facilities; and $1.515 billion represents replacement of existing working capital facilities.

Debtor In Possessionは米国連邦倒産法11章による言葉で、占有継続債務者を意味

民事再生法等申し立てた倒産企業は、申立直後から計画認可までの期間において、運転資金を調達できずに（自社倒産のため、取引先である優良企業の手形を持っていても銀行がその割引に応じないなど）、事業の継続が困難となることがあります。このような場合において、この事業の価値を維持させるために、一時的な運転資金を速やかに融資することがDIPファイナンスです。

The Chapter 11 filing applies to LyondellBasell's operations in the United States and one of its European holding companies, Basell Germany Holdings GmbH.

March 24, 2009

LyondellBasell to Close Chocolate Bayou Olefins

LyondellBasell Industries will permanently close its Chocolate Bayou olefins complex near Alvin, Texas, by Aug. 4, 2009. The plant has been out of service since mid-December and the company announced on Feb. 12 plans to indefinitely idle the unit and began the process of reducing the workforce at the site.

The company has taken this action after analyzing the business case for preserving the site for future restart or permanent shutdown. The decision was made given the reduced projections for olefins demand, the limited feedstock flexibility of the site, high fixed costs due to scale and high costs related to the site service agreements. Additionally, a significant expense would have been incurred to fund a turnaround before a future restart. LyondellBasel's other six crackers in the U.S. will provide sufficient volumes to meet the need of the company's customers.

Equistar Chemicals, LP operated the Chocolate Bayou olefins unit, located on property leased to the company by Solutia. Based on current market conditions and the uncompetitive financial situation as a result of the plant lease and related agreements, LyondellBasell exercised an option under Chapter 11 to reject the site lease and to permanently shut down the unit. Those motions were granted by the U.S. Bankruptcy Court for the Southern District of New York on March 10. Equistar, along with Lyondell Chemical Company and certain other affiliates, filed for Chapter 11 bankruptcy protection on Jan. 6, 2009.

In preparation to close the facility, site personnel are developing a transition plan for the safe and efficient transfer of the site to Solutia. LyondellBasell will continue to comply with applicable state and federal environmental statutes and regulations applicable to us at the site, and will coordinate our closure activities with the Environmental Protection Agency (EPA) and Texas Commission on Environmental Quality (TCEQ).

11 July 2009

INEOS wants to buy LyondellBasell Chocolate Bayou HDPE plant

INEOS wants LyondellBasell to cancel its demolition plans at Chocolate Bayou and sell it the US high-density polyethylene (HDPE) plant, the company said on Friday in a filing made in bankruptcy court.

INEOS made the filing as part of an objection against LyondellBasell's plans to cease HDPE production at the site by 30 September.

LyondellBasell also plans to shut down its olefins operations at Chocolate Bayou, a move that also attracted objections in bankruptcy court.

LyondellBasell's subsidiary, Lyondell Chemical, as well as its other US operations, filed for bankruptcy protection in January. As part of its reorganisation, Lyondell plans to shut down and demolish its Chocolate Bayou HDPE plant.

However, INEOS opposes the plan, arguing that it violates an agreement that the two companies made in 1988, when what is now LyondellBasell acquired the property, the company said.

Under that agreement, INEOS has an option to buy the plant if it has been shut down for six months, the company said.

If Lyondell will not sell INEOS the plant, it should still auction off the site, INEOS said. An auction would still raise money to pay off the company's creditors, INEOS said.

INEOS already has made an offer to purchase the HDPE plant, the company said. Under the offer, INEOS would pay Lyondell $1m in cash, commit to buying 8m-10m lb/month (3,600-4,500 tonnes/month) of ethylene and waive a $4.5m claim for reimbursement of capital-recovery projects.

LyondellBasell rejected the offer and, instead, decided to demolish the plant, INEOS said.

LyondellBasell request to tear down the plant triggered INEOS' option to buy the plant, the company said. "INEOS is seeking immediate enforcement of its options and a finding by this court that [Lyondell] should be required to sell the facility to INEOS at the fair market value," the company said.

Neither LyondellBasell nor INEOS were immediately available for comment late on Friday.

The Chocolate Bayou HDPE plant has a capacity of 180,000 tonnes/year, according to ICIS plants and projects.

prw.com May 21, 2009

German investor buys 50% of LyondellBasell

LyondellBasell Industries, the world's largest polyolefins maker, has gained an additional owner in German investor Andreas Heeschen.

Heeschen's ProChemie Holding Ltd has joined with LyondellBasell owner Access Industries to create ProChemie GmbH, a joint venture in which each side will own 50% equity in LyondellBasell.

Heeschen also is primary owner of firearms maker Heckler & Koch of Oberndorf. A spokeswoman said that Heeschen and ProChemie "sees value in LyondellBasell's equity and in the chemical sector in general."

---

2009/5/6 ICIS news

The change in ownership provides Access Industries with the flexibility to participate in the restructuring of LyondellBasell in ways that are tax neutral for the chemical company, Access said.

September 15, 2009

LyondellBasell to Close LDPE Unit at Carrington, U.K.

LyondellBasell Industries announced today that it will close the low density polyethylene (LDPE) plant located at its Carrington, U.K., site by the end of this year.

“Taking into account the current market environment and our future projections, we’ve concluded that the plant is no longer economically viable,” said Tassilo Bader, LyondellBasell Senior Vice President, Olefins and Polyethylene, Europe and International.  “We are able to meet projected customer demand for LDPE with product supplies from our other LDPE facilities.”

LyondellBasell will focus its LDPE production activities in Europe at Wesseling, Germany and at the company’s world-scale plant located in Berre, France.  “Market conditions require economies of scale and low conversion costs,” Bader said.  “With more than 300 KT of capacity, our Berre plant represents a dramatic step change in the production of LDPE, with superior investment and operational economics.”

With a nameplate capacity of 185 KT per year, the Carrington plant is one of the company’s smallest LDPE manufacturing sites.  LyondellBasell has begun consultations with Trade Union and employee representatives to determine the appropriate path forward for approximately 50 employees who will be affected by the closure of the LDPE facility.

The 210 KT per year polypropylene plant located at the Carrington site is not affected by this business decision.

December 1, 2009

LyondellBasell to Shut Down One PP Production Line at Wesseling Plant in Germany

LyondellBasell announced today that it will shut down one polypropylene (PP) line in Wesseling, Germany, by the end of 2009. As a result, PP capacity at the site will be reduced by 110KT. 

“We have concluded that our current polypropylene operating rate at Wesseling is no longer economically viable,” said Anton de Vries, LyondellBasell’s president of Europe, Asia & International. “The affected line in Wesseling is one of the smallest and oldest PP units we have in LyondellBasell.  We continue to invest in state-of-the-art facilities.”

He added, “We will continue to meet the needs of our customers even as we rationalize certain assets.” 

　　　　　LyondellBasell Announces Settlement of Intercreditor Dispute Agreement Clears Path for Chapter 11 Emergence

December 24, 2009 　　　

LyondellBasell Announces Substantial Creditor Support for Its Reorganization Plan, Entry Into Agreement to Backstop Rights Offering and Proposed Settlement of Litigation Against Its Prepetition Lenders

LyondellBasell announced today that in continuing its efforts to progress towards emergence from bankruptcy protection, it has:

• filed a motion to approve a settlement of various claims asserted against its prepetition secured senior and bridge lenders (the Lender Litigation Settlement);
• filed a motion to approve an Equity Commitment Agreement (ECA) it entered into on Dec. 11, 2009;
• filed a Second Amended Plan of Reorganization (Plan) and Second Amended Disclosure Statement (Disclosure Statement); and
• entered into a Plan Support Agreement (PSA) with holders of significant amounts of its prepetition secured debt.

The Lender Litigation Settlement, which remains subject to court approval, would resolve various claims against LyondellBasell's prepetition secured senior and bridge lenders (the Settling Lenders) alleging that their liens and guarantees should be avoided by, among other things, (a) providing $300,000,000 to be shared among general unsecured creditors of relevant debtors and (b) establishing and funding a litigation trust to pursue certain claims against parties other than the Settling Lenders for the benefit of those general unsecured creditors. Approval of the Lender Litigation Settlement will help pave the way to LyondellBasell's emergence from Chapter 11.

Under the ECA, which also is subject to bankruptcy court approval, a group consisting of an affiliate of Apollo Management VII, L.P.; an affiliate of Access Industries; and Ares Corporate Opportunities Fund III, L.P. has agreed to backstop補強する the equity rights offering contemplated by the Plan by purchasing any shares of common stock not subscribed for by certain senior creditors as part of the rights offering contemplated by Plan. The Plan contemplates that an aggregate of $2.8 billion will be raised through the purchase of equity contemporaneously with emergence from Chapter 11. The ECA does not prohibit the company from considering other bona fide proposals it may receive with respect to the purchase of its equity upon emergence.

The Plan and Disclosure Statement have been revised to implement the Lender Litigation Settlement, assuming it is approved, and the current state of agreement among various creditor constituents. Among other things these documents have been revised to reflect the agreement reached with substantial holders of the senior and bridge debt to convert approximately $18 billion of senior and bridge debt into common equity under the Plan and the allocation of such equity in the reorganized LyondellBasell between the holders of such debt if the Plan is confirmed.

The PSA represents an agreement with holders of majorities of LyondellBasell's senior and bridge debt to support the Plan. The PSA represents an important and significant step toward obtaining a consensual reorganization for LyondellBasell.

This press release does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the contemplated rights offering. The rights offering will not commence until after the company's disclosure statement has been approved by the bankruptcy court.

Equistar Chemical is an indirect subsidiary of LyondellBasell Industries, one of the world's largest polymers, petrochemicals and fuels companies. LyondellBasell is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. LyondellBasell (www.lyondellbasell.com) is privately owned by ProChemie GmbH, a joint venture of Access Industries and ProChemie Holding Ltd.

The Lender Litigation Settlement

　　裁判所の承認要
　　LyondellBasellの有担保優先債権者とつなぎ融資者に対して担保や保証を放棄せよとの訴訟の解決提案

(a) 担保なしの債権者に $300百万ドルを配分
(b) 他の有担保債権者に対する訴訟に対抗するための裁判費用の積み立て

Under the previously announced proposal, secured lenders would pay $300 million to unsecured creditors, who brought a $22 billion lawsuit against the banks and advisers that put together Lyondell's leveraged buyout in 2007.

The proposal also establishes a fund that can be used to pursue claims against any secured lenders that did not participate in the settlement.

Equity Commitment Agreement (2009/12/11締結）承認の提案

　　裁判所の承認要

its owner, Access Industries, and private equity firms Apollo Management VII LP and Ares Management のグループが下記増資で引受けのない株を引き受ける。

Second Amended Plan of Reorganization

　　　Chapter 11 から脱却するのと同時に総額28億ドルの増資を行う。

The chemical company also filed a request with the bankruptcy court in Manhattan for approval of a previously announced plan to sell $2.8 billion in stock in the reorganized company.

The stock is being offered to secured lenders who will end up owning the reorganized company and the sale is being backstopped by investment firms Apollo Management , Ares Management and a unit of Access Industries, Lyondell's current owner.

　　　有担保優先債権者とつなぎ融資者は約18億ドルの債権を株式に転換する。

Plan Support Agreement (PSA)

有担保優先債権者とつなぎ融資者は Plan of Reorganization を支持する。
The company also said on Thursday secured lenders were committed to supporting its plan to emerge from bankruptcy.

この案が通れば、Relianceによる買収は難しくなる？。

Unsecured creditors asked the bankruptcy court this week to allow a court-appointed examiner to ensure that potential bidders such as India's Reliance Industries have a chance to compete against senior creditors for the company.

Reliance Industries has offered up to $12 billion to acquire Lyondell, according to sources.

Lyondell's unsecured creditors said in court papers they believe Reliance's offer is superior to the one proposed by Access, Ares and Apollo.

Reliance Industries Ltd. said Wednesday(12/9) it has no plans to take any of LyondellBasell Industries's debt, refuting a media report the company would assume a portion of the liabilities as part of a deal to buy the Dutch chemical giant.

A regulatory filing by Reliance didn't provide further details.

The Business Standard newspaper reported, citing people familiar with the developments, the Indian petrochemical company could assume around a fifth of LyondellBasell's $27 billion gross debt initially.

Reliance would be ready to make a $5 billion-$6 billion payment toward the liabilities to the creditors for gaining their support for its plan to acquire LyondellBasell, the newspaper said, citing an executive at a global bank, whom it didn't name.

FEBRUARY 22, 2010 Reuters

Reliance Raises Bid for LyondellBasell

India's Reliance Industries Ltd. has again sweetened its offer to take control of LyondellBasell Industries when it exits bankruptcy, boosting its valuation of the chemical maker to $14.5 billion, according to a person familiar with the matter.

The offer, made over the weekend, would give Reliance a minority stake in Lyondell, but would give the Indian company super-voting power to control Lyondell's board, this person said.

Unlike a previous offer Reliance made, the new offer would give some creditors a chance to get cash for their claims. Creditors could also choose to receive stock in the restructured Lyondell under the new offer. A third option would allow some creditors to receive stock and also purchase additional Lyondell stock in a rights offering.

Reliance's latest offer comes after Lyondell rejected a previous sweetened bid that valued the company at around $13.5 billion. That offer had been increased from an initial November bid valuing Lyondell around $12 billion.

Spokesmen for Reliance and Lyondell declined to comment.

A deal between Reliance and Lyondell would create a mammoth energy and chemicals conglomerate with nearly $80 billion in combined revenue. Lyondell is the world's third-largest chemical maker and both companies have oil-refining operations. News of Reliance's increased bid was first reported by Bloomberg News.

But Reliance could still face an uphill battle in its overtures as creditors are already engaged in a separate restructuring plan to take Lyondell out of bankruptcy protection.

Under the current plan, lenders would take control of Lyondell in exchange for forgiving some $18 billion in debt. Investors--including Apollo Management, Ares Management and Lyondell's owner, Access Industries--also plan to "backstop" a $2.8 billion stock sale to take the company out of bankruptcy, buying up shares others choose not to purchase.

Lyondell's restructuring plan has valued the company as high as $15.5 billion, meaning Reliance could still have work to do to persuade creditors its offer represents a viable alternative to the current reorganization plan. Reliance, led by billionaire industrialist Mukesh Ambani, has been attempting to beat back that reorganization plan to grab Lyondell. The company has raised at least $2 billion in recent weeks for its acquisition warchest.

India's largest private company by market value, Reliance generates annual revenues of over $28 billion. Over the years, the company has built on its dominance in textiles by backwards integrating with polymers, plastics, and oil and gas exploration. Reliance operates one of the world's largest oil refineries in the Western state of Gujarat, a facility that can process 1.24 million barrels of crude per day.

Reliance sees major benefits from joining its petrochemical operations with Lyondell's expertise in high-end plastics, according to people familiar with the company's thinking. Reliance has been attempting to persuade Lyondell that a tie-up would create up to $1 billion in cost savings from synergies between the two companies, the person familiar with the situation said. As part of its latest offer, Reliance would backstop the stock sale under consideration in Lyondell's current plan, an offer it made in its previous sweetened bid.

Lyondell filed for bankruptcy a little more than a year ago amid a cash crunch and falling sales. A U.S. bankruptcy court will soon hold a hearing on Lyondell's reorganization plan.

The move comes as Indian companies are revving up for big-ticket acquisitions overseas in sectors ranging from energy to entertainment. The country's largest cellphone company, Bharti Airtel Ltd., is in exclusive talks until March 25 with Kuwaiti operator Zain to buy most of the company's Africa assets. Reliance ADA Group, a separate company from Reliance Industries, recently submitted a preliminary offer for debt-laden movie studio Metro-Goldwyn-Mayer.

Reliance, in addition to pursuing Lyondell, has also expressed interest in acquiring Canadian firm Value Creation Inc., which controls oil sands in the western province of Alberta, according to people familiar with the matter.

2010/2/16

LyondellBasell Announces Settlement of Intercreditor Dispute Agreement Clears Path for Chapter 11 Emergence

LyondellBasell Industries today announced that an agreement has been reached that will help pave the way to LyondellBasell's emergence from Chapter 11.  The proposed agreement, which remains subject to court approval, final internal approval and final documentation, resolves objections by the Unsecured Creditor's Committee to the company's settlement of the estate's claims against the parties who financed the 2007 leveraged buyout of Lyondell by Basell.  That settlement was announced in December 2009.

The new agreement increases the amount that will be distributed on the effective date of the Plan to the holders of general unsecured claims, the Millennium Bonds and 2015 Notes from $300 million to $450 million.  The additional $150 million is to be paid in the form of reorganized equity which will be funded by reduction in distributions to the holders of Senior Secured Facility and Bridge Loan Claims under the Plan.

The dispute between the unsecured creditors and these defendants has been limiting LyondellBasell's ability to complete approval of the disclosure statement and Plan of Reorganization. It is anticipated that this can be accomplished soon.  

As part of the new agreement, the Unsecured Creditor's Committee, substantial holders of the senior debt and bridge debt and the 2015 Notes Trustee have agreed to support LyondellBasell's Plan.

The proposed settlement is not conditioned on the success of any particular proposal to raise new capital for LyondellBasell upon emergence.  We will continue to work with all parties to design a confirmable Plan of Reorganization that maximizes value for our creditors while improving the financial stability of the reorganized company.

The Plan and Disclosure Statement will be revised to implement the new agreement and the current agreements among various creditor constituents. Among other things, the Plan reflects the agreement among the senior and bridge debt to convert approximately $18 billion of senior and bridge debt into common equity under the Plan and the allocation of such equity in the reorganized LyondellBasell between the holders of such debt upon confirmation of the Plan.

February 25, 2010

LyondellBasell Preparing to Stop PP Production in Terni

LyondellBasell Industries today announced a project to cease the production of polypropylene (PP) at Terni, Italy. The company has started the employee consultation process regarding a project to permanently shut down the unit.

“Demand for polypropylene continues to be affected by global economic conditions and the resulting market environment has made facilities such as Terni no longer economically viable. We expect to be able to meet projected customer demand for polypropylene (including local customers in Terni) with product supplied from our other facilities in Italy,” said Anton De Vries , LyondellBasell’s senior vice president, Olefins and Polyolefins - Europe, Asia and International.  LyondellBasell said that PP production activities in Italy will be focused on the company’s world-scale sites at Ferrara and Brindisi. 

The Terni plant has a nameplate capacity of 255 KT per year.  In conjunction with the shutdown project, LyondellBasell has started consultation with representatives of the employees to determine the appropriate path forward for the employees at the site.  The plant currently has approximately 120 permanent employees.

March 02, 2010Bloomberg

Lyondell Said to Reject $14.5 Billion Reliance Bid

The board of bankrupt LyondellBasell Industries AF rejected a $14.5 Billion bid from Reliance Industries Ltd., an oil refiner and explorer controlled by India’s richest man, two people briefed on the matter said.

The offer pitted 対抗 billionaire Mukesh Ambani’s Reliance against creditors including Apollo Management LP, a New York- based private-equity firm led by Leon Black, which had backed an earlier reorganization plan that would give them an equity stake in the chemicals maker. Lyondell spokesman David Harpole and Reliance’s Manoj Warrier declined to comment.

“Debt holders at LyondellBasell may feel they can get better value elsewhere,” said Neil Beveridge, a Hong Kong-based analyst at energy consultants Sanford C. Bernstein Ltd. “For Reliance, they were offering what I thought was at the top end of what they should be paying. You have to question whether it is worth them paying more for what they thought were discounted, distressed assets.”

The Rotterdam-based chemicals maker had earlier rejected a revised Reliance bid that valued it at $13.5 billion, the Wall Street Journal said Jan. 8. India’s largest company by market value had raised its offer for a controlling stake to $14.5 billion, two people with knowledge of the offer said Feb. 22. The Mumbai-based company initially offered an undisclosed amount on Nov. 21 and has yet make public the value of its bid.

Shares Rise

Reliance rose as much as 2.1 percent to 999 rupees in Mumbai and traded at 988.05 rupees at 10:39 a.m. local time. The shares have dropped 9.4 percent this year, outpacing the 4.6 percent decline in the Bombay Stock Exchange’s benchmark Sensitive Index.

“The market seems to think this is a positive because the valuation for LyondellBasell seemed a bit too high for a company coming out of bankruptcy,” said Vinay Nair, Mumbai-based analyst with Khandwala Securities Ltd., who has a “reduce” rating on the stock. “The cash outflow it meant for Reliance was a concern.”

The cost of protecting Reliance’s bonds from default rose. Credit-default swaps on the company rose 4 basis points to 169 basis points as of 1:52 p.m. in Sydney, according to Deutsche Bank AG. The swap contracts pay the buyer face value in exchange for the underlying securities if a borrower fails to meet its debt agreements. A basis point is 0.01 percentage point.

Buying LyondellBasell would create a company with more than $80 billion in revenue and give Reliance chemical plants and two oil refineries in the U.S. and Europe.

‘Not So Great’

“The synergies are not so great that it is worth paying much more,” Beveridge of Sanford C. Bernstein said by telephone.

The Indian company is seeking assets abroad to reduce the risk of investing mostly in India, where it is battling a lawsuit over natural-gas supplies with a company owned by Mukesh’s estranged brother, Anil Ambani.

Reliance may focus on the possible acquisition of Canada’s Value Creation Inc. should its bid for LyondellBasell fail, the Economic Times newspaper reported today, without citing anyone. The company had bid $2 billion to acquire 65 percent of the Canada-based company with oil-sands assets, CNBC television reported Feb. 9, without saying where it got the information.

Reliance had outstanding debt of 700 billion rupees ($15 billion) and cash and cash equivalents of 159.6 billion rupees as of Dec. 31, the company said. Reliance has raised about $2 billion selling shares since September, Chief Financial Officer Alok Agarwal said last month.

Bankruptcy Protection

Lyondell was formed in a 2007 deal financed with $22 billion in debt in which it was bought by Basell AF, a unit of Len Blavatnik’s Access Industries Holdings LLC. Creditors have said the buyout crippled one of the world’s largest polymers, petrochemicals, and fuel companies, causing it to seek bankruptcy protection.

Houston-based Lyondell Chemical Co., a unit of LyondellBasell, filed a plan to reorganize in December while evaluating the offer from Reliance, pitting India’s biggest company against lenders. Lyondell has said it plans to reorganize by repaying its $8 billion bankruptcy loan in full and giving an equity stake in the new company to lenders, including sponsors of a $2.8 billion rights offering.

Access and Apollo Management have affiliates that were backers of the company’s rights offering. Ares Corporate Opportunities Fund III was a third sponsor of the rights offering, according to court documents.

The rejection of Reliance’s bid by a creditor group led by Apollo Management would set the stage for merging LyondellBasell with its Hexion Specialty Chemicals Inc. unit, the New York Post reported yesterday, citing three creditors.

2010/3 ICIS

What's next for Reliance ?

Reliance Industries appears to have hit the end of the road in its quest for LyondellBasell which has filed its own restructuring plan, rejecting a $14.5bn Reliance offer.

LyondellBasell has said the Reliance offer was not "sufficiently valuable to abandon" its amended reorganisation plan.

"The proposal...did not assure a higher overall value for LyondellBasell than that upon which the [reorganisation] plan is based; it continued to provide Reliance with effective control over LyondellBasell, even if it owned only minority position and did not pay a premium," LyondellBasell said in its court filing.

"It [Reliance] did not put any Reliance assets at risk should a transaction be pursued and fail," LyondellBasell added.

It is not surprising to read that Reliance has distanced its Indian assets. The Basell and Lyondell merger has clearly revealed the risks of failing to do so.

LyondellBasell is now waiting for the court to approve its plan and hopes to emerge from bankruptcy by the end of the year.

Media reports say that Reliance will not be increasing its offer although the company has yet to confirm this.

But analysts, who think anything over $14.5bn would be too expensive, have already started suggesting that it is time for Reliance to look at other acquisitions.

One analyst suggests that Dow Chemical's commodity chemical assets would be a better fit. Dow had attempted to spin off into a joint venture with Kuwait's Petrochemical Industries Co (PIC) but the deal was called off at the last minute.

The analyst suggests that Reliance could look at a similar joint venture or even an outright purchase and this would be cheaper than LyondellBasell as Dow has indicated that it is looking for $8-12bn while LyondellBasell is unlikely to come to the negotiating table for anything less than $16bn.

But Reliance had tried for Dow's assets and lost out to PIC. Dow recently confirmed that it is in talks with three companies for a divestment. And industry sources say that a deal with PIC could still be possible.

2010/3/11

LyondellBasell Announces Receipt of U.S. Bankruptcy Court Approval of Significant Steps in its Chapter 11 Proceedings

LyondellBasell announced today three significant developments toward its emergence from bankruptcy protection.  Specifically, LyondellBasell:

• obtained bankruptcy court approval of its Third Amended Disclosure Statement, permitting LyondellBasell to begin soliciting votes on its Third Amended Plan of Reorganization;
• obtained bankruptcy court authorization for a settlement resolving various claims asserted against LyondellBasell's prepetition secured senior and bridge lenders and providing for treatment of its 2015 noteholders and Millennium noteholders; and
• obtained bankruptcy court approval of an Equity Commitment Agreement entered into on Dec. 11, 2009 with respect to a backstopped $2,800 million rights offering.

Holders of the majorities of the Company's prepetition senior and bridge debt have agreed to support confirmation of the Plan, as have the following groups:  a majority of the holders of its 2015 Notes and its Millennium Notes, the Indenture Trustees for each of the 2015 Notes and the Millennium Notes, and the Official Committee of Unsecured Creditors.

With the approval of the Disclosure Statement, LyondellBasell can commence solicitation of acceptances of the Plan.  It also can now commence the rights offering to holders of its senior secured debt who will be receiving rights under the Plan.  

The Bankruptcy Court set the record date for being able to vote on the Plan and to participate in the rights offering as March 11, 2010 and the deadline for voting on the Plan and exercising rights as April 15, 2010.  The Confirmation Hearing of the Plan is currently scheduled to commence on April 23, 2010.  

2010/3/11

Lyondell Chemical to Pursue $3,250 Million of First Priority Debt Financing

LyondellBasell announced today that its wholly owned subsidiary, Lyondell Chemical Company, plans to raise $3,250 million of first priority debt, including an offering of senior secured notes ("the Notes") in a private placement and borrowings under a senior term loan facility (the "Term Loan").

The net proceeds from the sale of the Notes, together with borrowings under the Term Loan and a new European securitization facility and proceeds from a $2,800 million rights offering, would be used upon emergence from bankruptcy to repay and replace certain existing debt, including debtor-in-possession credit facilities and an existing European securitization facility and to make certain related payments.

The Notes and Term Loan will be senior secured obligations of Lyondell Chemical and will be guaranteed by LyondellBasell Industries N.V. (the new Dutch parent of the LyondellBasell group) and, subject to certain exceptions, substantially all wholly owned U.S. restricted subsidiaries of LyondellBasell Industries N.V.

The Notes and the guarantees of the Notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.  The Notes will be offered only to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to non-"U.S. persons" in accordance with Regulation S under the Securities Act.

2010/4/23 LyondellBasell

LyondellBasell Reorganization Plan Confirmed by Bankruptcy Court
-- Provides a Solid Capital Structure and Significant Liquidity
-- Converts Senior and Bridge Debt to Equity

The United States Bankruptcy Court for the Southern District of New York confirmed LyondellBasell's Plan of Reorganization today. The Plan received broad-based support from virtually all creditor classes entitled to vote on the Plan. LyondellBasell affiliates currently in voluntary reorganization are projected to emerge from Chapter 11 protection on April 30, 2010.

"We are extremely proud to announce that in the short period of 15 months, LyondellBasell is poised to exit from Chapter 11," said Jim Gallogly, LyondellBasell's Chief Executive Officer. "We are equally grateful to our creditors for the confidence they have expressed in our reorganization by voting overwhelmingly to support our plan, and to our customers and our suppliers for their support during this unprecedented period in our history.

"We emerge from Chapter 11 as a stronger company and business partner. Our industry-defining technologies, global reach and focus on operational excellence will provide LyondellBasell with a bright future," Gallogly said. "Through this reorganization we have solidly positioned the company to be an industry leader with a significantly improved balance sheet, excellent liquidity, a more efficient organizational structure, and a new management team."

Sound Capitalization and Lower Debt

In conjunction with the emergence from Chapter 11, LyondellBasell raised $3.25 billion of first priority debt, including $2.25 billion and Euro375 million offerings of senior secured notes in a private placement and borrowings of $500 million under a senior term loan facility as part of its exit financing. The net proceeds from the sale of the notes, together with borrowings under the term loan, a new European securitization facility, and proceeds from a $2.8 billion rights offering, will be used to repay and replace certain existing debt, including debtor-in-possession credit facilities and an existing European securitization facility, and to make certain related payments.
Upon emergence from Chapter 11, the company expects to have approximately $7.2 billion of total consolidated debt and approximately $5.2 billion of net consolidated debt, including approximately $2 billion of cash and cash equivalents. There will also be approximately $2.4 billion of lending commitments under an asset backed lending facility in the U.S.and a European revolving trade accounts receivable securitization, of which approximately $1 billion will be undrawn at emergence. When LyondellBasell filed for Chapter 11, it had consolidated debt of approximately $24 billion.

"Our reorganization plan significantly de-levers our capital structure," Gallogly said.

新規に32.5億ドル＋5億ドルの借入　28億ドルの増資で既存借入金返済

Chapter 11入り時の債務　240億ドル
Chapter 11離脱時の債務　72億ドル（現金等20億ドルあり、ネットでは52億ドル）
　　　　　　　　　　　　　　　　他に24億ドルの借入予約あり（離脱時に10億ドル借入）

ith $7.2 billion in debt and about $10 billion in equity value,

Some senior lenders will be repaid in full under the reorganization approved by Gerber yesterday. Senior secured creditors with $9.45 billion in claims will get 66.1 cents to 77.2 cents on the dollar, and lenders under an $8.3 billion bridge loan will get 6.3 cents on the dollar, plus any excess recovery. Holders of general unsecured claims will get 16.8 cents on the dollar.

Gerber earlier yesterday approved a settlement covering more than $5.5 billion in environmental-damage claims brought against Lyondell by U.S. regulators, leaving other companies, insurers and taxpayers to cover any shortfall.

The settlement puts $108.4 million into a trust to pay for cleanup costs at various sites. Another $61.6 million will go to U.S. and California government agencies. The U.S. Environmental Protection Agency also will get a $1.18 billion unsecured claim in Lyondell’s bankruptcy.

New Publicly Traded Parent Company

As part of the reorganization a new parent holding company was formed, LyondellBasell Industries N.V., a public limited liability company incorporated in the Netherlands. LyondellBasell Industries AF S.C.A., a Luxembourg company which was the former parent holding company, will no longer be a part of LyondellBasell. LyondellBasell's corporate seat will be Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam.

旧持株会社の代わりに新持株会社LyondellBasell Industries N.V.

LyondellBasell is arranging for the stock of the new parent company to be publicly traded on the New York Stock Exchange. The listing is currently projected for the third quarter 2010. Approximately 563.9 million shares of common stock will be issued under the Plan. This includes 300 million shares of Class A new common stock issued in exchange for allowed claims under the Plan. Approximately 263.9 million shares of Class B stock are being issued in connection with the rights offering.

新持株会社　3億株（Class A) 　約93%をsenior secured claimsの株式転換
　　　　　　　　　　　　　　　　　　 allowed general unsecuredはこれと現金をpro-rataで
　　　　　　　　2.639億株（Class C)　（上場）
　*　subordinated claims, securities claims and equity claims は何も受け取らない。

Plan Distributions

Under the Plan, administrative and priority claims, as well as the new money debtor-in-possession (DIP) financing will receive payment in full. DIP roll-up lenders will be issued new notes in the same principal amount. Holders of senior secured claims will receive approximately 93 percent of the Class A shares of the new holding company in exchange for their claims. Most allowed general unsecured claims will receive a pro-rata distribution of cash and Class A shares under the terms of a settlement among LyondellBasell and its creditor constituencies. Holders of subordinated claims, securities claims and equity claims will not receive or retain any interest or property under the Plan of Reorganization.

The organizational structure of the company in North America will be simplified by the removal of 90 legal entities. The ultimate ownership of 49 of these entities (identified as Schedule III Debtors in the Plan) will be transferred to a new owner, the Millennium Custodial Trust, a trust established for the benefit of certain creditors, and these entities will no longer be part of LyondellBasell. In addition, certain real properties owned by the Debtors, including the Schedule III Debtors, will be transferred to the Environmental Custodial Trust which will own and remediate these properties. Any associated liabilities of the entities transferred to and ultimately owned by the Millennium Custodial Trust will be the responsibility of those entities and claims regarding those entities will be resolved solely using their assets and the assets of the trust. In total, $250 million of cash will be used to fund the two trusts, including approximately $80 million to the Millennium Custodial Trust and approximately $170 million to fund the Environmental Custodial Trust and to make certain direct payments to the Environmental Protection Agency and certain state environmental agencies.

In addition, Bloomberg BusinessWeek reported that U.S. Bankruptcy Judge Robert Gerber also approved settlement of $5.5 billion of environmental-damage claims filed by U.S. regulators.

Under the settlement, $108.4 million goes to a trust to pay for cleanup costs at various sites; $61.6 million will go to U.S. and California government agencies; and the U.S. Environmental Protection Agency gets a $1.18 billion unsecured claim in Lyondell's bankruptcy, BusinessWeek reported.

Other companies, insurers and taxpayers will make up any shortfall, BusinessWeek reported.

ーーー

Hazardous Waste

The EPA said in court documents that Lyondell owed at least $5.5 billion to clean up hazardous waste, in addition to other sites where it would owe an unknown amount. Without a settlement, the company would have been forced to liquidate, Lyondell spokesman David Harpole said.

Weyerhaeuser Co. and Georgia Pacific LLC objected to the settlement because it affects the estimated $2.6 billion cleanup of a Michigan river, the Kalamazoo, where they were also considered "potentially responsible parties" by the EPA. The companies said Lyondell gave only 15 day' notice of its plan to settle, while 30 days is required by law.

Gerber overruled the objections, citing financial problems that might arise from delays in the case. Unless Lyondell exits bankruptcy by April 30, it will have a bookkeeping cost of as much as $8 million and additional interest payments of $2 million a day on its $8 billion bankruptcy financing loan, the company has said.

The judge also overruled objections from insurers including Century Indemnity Co. and ACE Group, which said their policies dont cover Lyondell's environmental claims.

Industry-Leading Company

LyondellBasell is the world's third-largest independent chemical company with 2009 sales of $30.8 billion. The company manufactures products at 59 sites in 18 countries, including joint ventures. Approximately 54 percent of 2009 revenues were generated from sales in North America, 35 percent from sales in Europe and 11 percent from sales in the rest of the world. Key uses for LyondellBasell's products include rigid and flexible packaging, transportation fuels, containers, plastic pipe, detergents, cosmetics, electronics, appliances, automotive parts, paints and coatings, furnishings, construction and building materials and other industrial and consumer goods applications.

LyondellBasell voluntarily filed to reorganize its U.S. operations and one of its European holding companies under Chapter 11 of the U.S. Bankruptcy Code on Jan. 6, 2009, in order to restructure the company's debts. Additionally, LyondellBasell's parent company and its general partner were voluntarily added to the Chapter 11 reorganization filing on April 24, 2009 to protect the holding companies against claims by certain financial and U.S. trade creditors. The company added 13 non-operating entities to the reorganization filing on May 8, 2009 for administrative purposes. The bankruptcy cases are being administered in the Southern District of New York in Manhattan.

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April 24, 2010 Reuters

Lyondell judge approves plan to exit bankruptcy

* LyondellBasell to be backed by Apollo, Ares, Access
* LyondellBasell to float shares on NYSE in third quarter
* LyondellBasell to have $7.2 bln in debt, $2 bln cash

A bankruptcy court judge on Friday approved Lyondell Chemical Co's plan to exit bankruptcy, signaling the near-end of a 15-month process during which the chemical maker fended off a takeover and settled hundreds of environmental claims and a creditor lawsuit.

Judge Robert Gerber gave his assent to a plan in which Apollo Management, Ares Management and Access Industries will provide financing. Lyondell filed for bankruptcy in January of 2009 under the weight of about $24 billion in debt.

When asked by Lyondell before a packed courtroom after a day-long proceeding if he would approve the plan, Gerber said "yes" and then joked that he felt a bit like he was taking part in a marriage.

Lyondell presented the creditor-backed plan last month when it rejected a takeover bid from India's Reliance Industries Ltd which valued the company at $14.5 billion, saying it was not high enough.

Court documents show the company's investment bankers value Lyondell at $14.2 billion to $16.2 billion.

Under its stand-alone plan, the details of which were released in March, Lyondell plans to emerge from bankruptcy as Netherlands-based LyondellBasell, with $7.2 billion in debt and $2 billion in cash.

The chemical company also will shed most environmental liabilities, many of which it settled in a $250 million agreement with the U.S. government and state governments. Judge Gerber of Manhattan Federal bankruptcy court earlier on Friday approved that settlement.

After emerging from bankruptcy, which the company expects to do by April 30, the company will be partly owned by private equity firms Apollo and Ares as well as Access, an industrial holding company owned by investor Len Blavatnik, who will together back a $2.8 billion rights offering.

In the rights offering, Apollo can invest up to $1.52 billion, Ares can invest up to $475.7 million and Access can invest up to $805.9 million.

Shares of the new company are expected to be listed on the New York Stock Exchange during the third quarter, its attorney George Davis of Cadwalader, Wickersham & Taft said during the hearing.

Blavatnik created the original LyondellBasell in 2007 through a leveraged buyout of Lyondell, a largely U.S.-based company. He then combined the company with his Dutch chemicals company Basell AF SCA.

In March, Lyondell reached a $450 million settlement to resolve litigation over that buyout with creditors, who said that the $22 billion buyout had been designed to fail.

The case is in Re: Lyondell Chemical Co, U.S. Bankruptcy Court, Southern District of New York, No. 09-10023.

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April 23, 2010 AP

Judge OKs $103M Kalamazoo River Cleanup Settlement

A federal bankruptcy judge approved a deal with the government on Friday that requires Lyondell Chemical Co. to pay $103 million toward the cleanup of a polluted 80-mile section of the Kalamazoo River in southwest Michigan. That's far less than officials had sought.

The settlement is part of a broader arrangement as Houston-based Lyondell, working to emerge from Chapter 11 bankruptcy reorganization, spends $250 million to help fund cleanups of 15 hazardous properties around the nation.

Among them is the Kalamazoo River, which was tainted for decades with industrial waste from paper mills and other manufacturing plants.

Robert Gerber, a federal bankruptcy judge in New York, approved the settlement. Democratic Sens. Carl Levin and Debbie Stabenow of Michigan and Rep. Fred Upton, a Republican whose district includes part of the contaminated area, said earlier this week the deal lets Lyondell off too easily.

''I am disappointed that Lyondell is being reorganized in such a way that allows them to walk away from the bulk of their cleanup responsibilities,'' Levin said Friday, adding that he'll keep pushing for a ''total cleanup.''

Upton said he was disappointed because ''it appears the many voices of concerned families in Kalamazoo were ignored.'' He said the community is determined to have it done right.

Government agencies had been seeking up to $1 billion from Lyondell, a subsidiary of the Netherlands-based LyondellBasell, the world's third-largest independent chemical company.

Lyondell spokesman David Harpole said the deal was fair.

''It was negotiated over the course of many months with federal and state authorities and balances the priorities of environmental law with bankruptcy law,'' Harpole said. It creates a pool of cleanup money that otherwise would not exist, he said.

The U.S. attorney's office for the Southern District of New York, which represented the government, declined to comment.

An 80-mile segment of the Kalamazoo River and five miles of a tributary, Portage Creek, were placed on the federal Superfund list of high-priority hazardous waste sites in 1990. The Kalamazoo site also includes four landfills and several defunct paper mills.

Millennium Holdings LLC, a Lyondell subsidiary, has acknowledged fouling the river with toxic polychlorinated biphenyls, or PCBs -- chemical compounds believed to cause cancer.

The Environmental Protection Agency also has named Georgia-Pacific Corp. as a responsible party and is looking for others, spokesman Mick Hans said. Under the Superfund law, the government covers cleanup costs when the polluters cannot be found.

Georgia-Pacific agreed last year to fund a $13 million cleanup project that includes capping a 32-acre landfill, groundwater monitoring and repairing shoreline habitat and wetlands.

Under the deal approved Friday, Lyondell will pay about $53 million to a trust fund for work at the former Allied Paper Mill, which includes a landfill on Portage Creek loaded with PCBs. An additional $49.5 million will pay other costs in the Superfund zone.

Federal prosecutors said the settlement resolves all claims against the company for the Kalamazoo pollution.