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LyondellBasell Announces The Commencement Of Noteholder Consent Solicitations

LYB | December 1, 2015

HOUSTON and NEW YORK, Dec. 1, 2015 /PRNewswire/ -- LyondellBasell Industries N.V. (NYSE: LYB) ("LyondellBasell" or the "Company"), one of the world's largest plastics, chemical and refining companies, announced today its commencement of two concurrent consent solicitations respecting amendments (the "Amendments") to the indentures (the "Indentures") governing its outstanding 5.000% Senior Notes due 2019 (the "2019 Notes"), 6.000% Senior Notes due 2021 (the "2021 Notes") and 5.750% Senior Notes due 2024 (the "2024 Notes" and together with the 2019 Notes and the 2021 Notes, the "Notes"). Currently, $1,000,000,000 in aggregate principal amount of each of the 2021 Notes and the 2024 Notes, and $2,000,000,000 in aggregate principal amount of the 2019 Notes, is outstanding.

Principally, the Amendments seek to eliminate restrictions on debt of certain subsidiaries of the Company and requirements that certain future subsidiaries guarantee the Notes. The Company views these provisions as carryovers or remnants from the period prior to its senior notes achieving investment grade ratings. If adopted, the Amendments will align certain covenants in the Indentures with those in the Company's most recent senior notes indenture, resulting in more consistent covenants across the Company's public debt portfolio and affording the Company greater financial flexibility and easing administration of its public debt portfolio.

Each consent solicitation will expire at 5:00 p.m., New York City time, on Thursday, December 10, 2015, unless extended (the "Expiration Date"). The consent solicitations are conditioned on the receipt of consents from holders of record at 5:00 p.m. New York City time on November 30, 2015 (the "Record Date") of (i) a majority in aggregate principal amount of the outstanding 2021 Notes and (ii) a majority in aggregate principal amount of the outstanding 2019 Notes and 2024 Notes, voting as a single class, respectively (the "Requisite Consents").

The Company will, promptly after the Expiration Date of either consent solicitation and the satisfaction or waiver of all conditions to such consent solicitation, pay to each holder of Notes who has delivered (and not revoked) a valid consent in favor of the Amendments a cash payment (the "Consent Fee") of $1.00 for each $1,000 principal amount of Notes in respect of which such consent has been delivered.

The Amendments to each Indenture will be effected by, and will become effective upon, execution of a supplemental indenture. LyondellBasell proposes to execute each supplemental indenture as soon as practicable after obtaining the related Requisite Consents. At that time, the Amendments effected by such supplemental indenture will become effective and consents may no longer be revoked; however, such Amendments will not become operative until the Consent Fee is paid to the holders who have delivered (and not revoked) valid consents prior to the Expiration Date.

LyondellBasell is making each consent solicitation concurrently with the other, and LyondellBasell may extend, abandon, terminate or amend one consent solicitation without extending, abandoning, terminating or amending the other consent solicitation. For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to LyondellBasell's Consent Solicitation Statement, dated December 1, 2015, which is being sent to all holders of the Notes as of the Record Date.

The Lead Solicitation Agent in connection with the consent solicitation is Deutsche Bank Securities Inc., and the Co-Solicitation Agents are Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC. Questions regarding the consent solicitation may be directed to Deutsche Bank Securities Inc., Attention: Liability Management Group at (866) 627-0391 (toll free) or (212) 250-2955 (collect). Global Bondholder Services Corporation is serving as Information Agent and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers) (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations are being made solely by LyondellBasell's Consent Solicitation Statement and are subject to the terms and conditions stated therein.

About LyondellBasell
LyondellBasell (NYSE: LYB) is one of the world's largest plastics, chemical and refining companies and a member of the S&P 500. LyondellBasell (www.lyb.com) manufactures products at 56 sites in 19 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.

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 assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to, our ability to complete the consent solicitation within the time frame provided, or at all, and the consent solicitation is subject to certain conditions contained in the Consent Solicitation Statement. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.