UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): April 30, 2008
MILLENNIUM
CHEMICALS INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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1-12091
(Commission
File Number)
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22-3436215
(I.R.S.
Employer Identification No.)
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Two
Greenville Crossing,
4001
Kennett Pike, Suite 238
Greenville,
Delaware
(Address
of principal executive offices)
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19807
(Zip
Code)
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(713)
652-7200
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
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Item
1.01 Entry
into a Material Definitive Agreement
See Item
2.03 below.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
Amendment to Senior Secured
Credit Agreement
Effective April 30, 2008, the Credit
Agreement, dated as of December 20, 2007 (the “Credit Agreement”), by and among
LyondellBasell Industries AF S.C.A, Lyondell Chemical Company (“Lyondell”), as
the U.S. borrower, Basell Holdings B.V., Basell Finance Company B.V., Basell
Germany Holdings GmbH, and certain subsidiary guarantors party thereto from time
to time, and Citibank, N.A., as Primary Administrative Agent, U.S. Swing Line
Lender and Collateral Agent, Citibank International plc, as European
Administrative Agent, Citibank, N.A., London Branch, as European Swing Line
Lender, ABN AMRO Bank, N.V., as Letter of Credit Issuer, the other lenders party
thereto, and Goldman Sachs Credit Partners, L.P., as Syndication Agent, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as Co-Syndication Agent, ABN
AMRO Incorporated and UBS Securities LLC, as Documentation Agents, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as Transaction Coordinator and
Citigroup Global Markets Inc., Goldman Sachs Credit Partners, L.P., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO Incorporated and UBS
Securities LLC as Joint Lead Arrangers and Joint Bookrunners, was amended and
restated. Millennium is a guarantor of the Credit
Agreement. The amendments (1) establish a LIBOR floor of 3.25% on the
U.S. Tranche B Dollar Term Loan, (2) convert each of the U.S. Tranche B Dollar
Term Loan and the German Tranche B Euro Term Loan into three separate tranches,
some of which tranches are subject to a prepayment penalty, (3) increase
interest rates and fee rates by 0.5%, (4) modify certain debt covenants,
including increasing the debt basket, eliminating an interest rate hedging
requirement, and adding a covenant prohibiting any reduction of aggregate
commitments under the $750,000,000 Access Group Revolving Credit Facility before
its initial maturity, (5) amend the calculation of Consolidated EBITDA to
reflect adjustments for 2007 FIFO accounting, and (6) make other changes,
including technical and typographical corrections. The foregoing
description does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Senior Secured Credit Agreement,
which is filed as Exhibit 4.2 to this report and is incorporated by reference
herein.
Amendment to Asset-Based
Inventory Credit Agreement
Effective April 30, 2008, the Credit
Agreement, dated as of December 20, 2007 (the “ABF Inventory Facility”) by and
among Lyondell, Houston Refining LP, Equistar Chemicals, LP, Basell USA Inc.,
and Citibank, N.A., as Administrative Agent, Co-Collateral Agent and Fronting
Bank, and Citigroup Global Markets Inc., Goldman Sachs Credit Partners, L.P.,
Merrill Lynch Capital Corporation, ABN AMRO Incorporated, and UBS Securities LLC
as Joint Lead Arrangers and Joint Bookrunners, Goldman Sachs Credit Partners,
L.P., as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as Transaction Coordinator, was amended. Millennium is a
guarantor of the ABF Inventory Facility. Concurrent
with the amendment, (1) the ABF Inventory Facility commitments were increased by
$600,000,000 to $1,600,000,000 pursuant to the exercise of the accordion
provision and (2) Lyondell became a lien grantor and added the following as
collateral: (i) a first priority pledge of all equity interests owned by
Lyondell in, and all indebtedness owed to it by, LyondellBasell Receivables I,
LLC (the seller under the asset-based receivables facility), and (ii) a first
priority security interest in all accounts, inventory and related assets owned
by Lyondell, subject to customary exceptions for transactions of this
type. The amendments (1) increase the aggregate amount of commitments
that may be added pursuant to the accordion feature, (2) modify the debt basket
covenant to conform to the amendment to the Senior Secured Credit Agreement, and
(3) make other changes, including technical and typographical
corrections. The foregoing description does not purport to be
complete and is qualified in its entirety by reference to the Amendment No. 1 to
Senior Secured Inventory-Based Credit Agreement, which is filed as Exhibit
4.5(a) to this report and is incorporated by reference herein.
Amendment to Interim
Loan
Effective April 30, 2008, the Bridge
Loan Agreement, dated as of December 20, 2007 (the “Interim Loan”), by and among
LyondellBasell Finance Company, as borrower, LyondellBasell Industries AF S.C.A,
Lyondell, as a guarantor, certain other guarantors party thereto, and Merrill
Lynch Capital Corporation, as Administrative Agent, Citibank, N.A., as
Collateral Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman Sachs Credit Partners, L.P., Citigroup Global Markets Inc., ABN AMRO
Incorporated, and UBS Securities LLC as Joint Lead Arrangers and Bookrunners and
Merrill Lynch, Pierce, Fenner & Smith Incorporated as Transaction
Coordinator, was amended and restated. Millennium is a guarantor
under the Interim Loan. The amendments (1) amend the calculation of
Consolidated EBITDA to reflect adjustments for 2007 FIFO accounting and (2) make
other changes, including technical and typographical
corrections. The foregoing description does not purport to be
complete and is qualified in its entirety by reference to the Amended and
Restated Interim Loan Credit Agreement, which is filed as Exhibit 4.3 to this
report and is incorporated by reference herein.
Item
9.01 Financial
Statements and Exhibits
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(d)
Exhibits
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4.2
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Amended
and Restated Senior Secured Credit Agreement Dated as of April 30, 2008
(incorporated by reference to Exhibit 4.2 of Lyondell’s Current Report on
Form 8-K filed on May 6, 2008)
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4.3
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Amended
and Restated Bridge (Interim) Loan Credit Agreement Dated as of April 30,
2008 (incorporated by reference to Exhibit 4.3 of Lyondell’s Current
Report on Form 8-K filed on May 6, 2008)
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4.5(a)
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Amendment
No. 1 to Senior Secured Inventory-Based Credit Agreement Dated as of April
30, 2008 (incorporated by reference to Exhibit 4.5(a) of Lyondell’s
Current Report on Form 8-K filed on May 6,
2008)
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