LyondellBasell Industries NV filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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20549
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CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 13, 2025, LyondellBasell Industries N.V. (the “Company”) and its wholly owned subsidiary, LYB International Finance III, LLC (the “Issuer”), completed the underwritten public offering and sale by the Issuer of $500 million aggregate principal amount of 5.125% Guaranteed Notes due 2031 (the “2031 Notes”) and $1 billion aggregate principal amount of 5.875% Guaranteed Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by the Company.
The offering of the Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3ASR (Registration No. 333-283755), and was made pursuant to the prospectus dated December 12, 2024 (the “Base Prospectus”), as supplemented by the prospectus supplement dated November 10, 2025 relating to the Notes and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act (together with the Base Prospectus, the “Prospectus”). The Notes were issued under a base indenture, dated as of October 10, 2019, among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee (the “Base Indenture”), as supplemented by a supplemental indenture dated May 17, 2023, among the Company, the Issuer, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Supplemental Indenture,” and the Base Indenture as so supplemented, the “Indenture”). The terms of the Notes and the guarantees by the Company are set forth in an officer’s certificate of the Issuer dated November 13, 2025 delivered pursuant to the Indenture (the “Officer’s Certificate”).
The descriptions of the Notes, the Indenture, and the Officer’s Certificate are included in the Prospectus and are incorporated herein by reference. The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Officer’s Certificate (including the forms of the Notes), copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Form 8-K and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
| Item 8.01. | Other Events. |
On November 10, 2025, the Company and the Issuer entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the underwritten public offering and sale by the Issuer of the Notes.
The description above is a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| LYONDELLBASELL INDUSTRIES N.V. | ||
| Date: November 13, 2025 | By: | /s/ Brendan J. Dalton |
| Name: | Brendan J. Dalton | |
| Title: | Vice President and Treasurer | |