01—Abstract
Summary
Summary of the 8-K filed June 5, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 5, 2025, LyondellBasell Industries N.V.
(LYB) disclosed that it entered into a Put Option Letter Agreement with AEQ Amethyst B.V. for the sale of its olefins and polyolefins businesses at Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre (France), together with central supporting functions. The Transaction is part of the company's previously announced strategic review of certain European assets within its O&P-EAI segment. Under the Put Option, the Purchaser has made an irrevocable commitment to acquire the equity interests on the terms of an attached sale and purchase agreement, with the Seller's right to exercise subject to French employee notification and works council consultation processes.
The Base Amount is €167 million, subject to downward adjustment for net indebtedness, which includes a fixed amount of estimated pension and other liabilities, resulting in an adjusted purchase price of a nominal amount. The Seller will contribute €265 million to the Target Group before closing, the Purchaser will contribute €10 million at closing, and the Purchaser may pay up to €100 million of additional consideration based on financial performance over up to three years after closing. The Transaction is expected to close in the first half of 2026.
LYB expects to recognize a loss on sale of approximately $700 million to $900 milliona, principally from transferring net working capital of about $340 million, a $300 million pre-closing cash contribution, and a foreign currency translation adjustment of about $300 million to $400 million, partly offset by transfer of pension and other liabilities of $150 million to $250 million. Additional costs of about $100 million to $150 million are expected before closing.
The Target Group assets are presented as held for sale effective June 2025, and all other long-lived assets of the Target Group have been fully impaired as of June 2025. These charges are estimates and subject to change; amounts are converted at $1.13b/€1.00.
02—Key points
Key Highlights
- Sale of olefins and polyolefins businesses at Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre (France), plus central supporting functions, to AEQ Amethyst B.V.
- Purchaser has made an irrevocable put option commitment; the Seller's exercise right depends on French employee notification and works council consultation processes.
- Base Amount of €167 million, adjusted downward for net indebtedness to a nominal adjusted purchase price, with up to €100 million of additional earn-out consideration over up to three years.
- Seller to contribute €265 million to the Target Group before closing; Purchaser to contribute €10 million at closing.
- Expected loss on sale of approximately $700 million to $900 million, with estimated pre-closing costs of about $100 million to $150 million.
- Target Group assets presented as held for sale effective June 2025, with all other long-lived assets fully impaired as of June 2025.
- Transaction expected to close in the first half of 2026, subject to regulatory approvals, employee consultations, and carve-out completion; €25 million termination payments apply in certain circumstances.
03—Questions
Frequently Asked Questions
What assets is LyondellBasell selling?
The olefins and polyolefins businesses at Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre (France), including central supporting functions, are included in the Target Group being sold to AEQ Amethyst B.V.
What is the purchase price?
The Base Amount is €167 million, but it will be adjusted downward for net indebtedness, including a fixed amount of estimated pension and other liabilities, which results in an adjusted purchase price of a nominal amount, subject to further customary adjustments such as net working capital. The Purchaser may also pay up to €100 million more if financial performance metrics are achieved over up to three years after closing.
What financial impact does LYB expect from the sale?
LYB expects to recognize a loss on sale estimated at approximately $700 million to $900 million, plus other costs of approximately $100 million to $150 million incurred before closing. These estimates are subject to change and are converted at $1.13/€1.00.
When is the transaction expected to close and what could prevent it?
The Transaction is currently expected to close during the first half of 2026. Closing depends on regulatory conditions, completion of French employee representative and works council consultations, and completion of the carve-out and transfer of assets and liabilities to the Target Group entities.
What happens if either party fails to complete the deal?
The Seller must pay a €25 million termination payment if it does not start the French employee notification and works council consultation processes within two months, does not exercise the Put Option after those processes, or does not enter into the SPA within five business days after exercising the Put Option. The Purchaser must pay the same amount if it does not enter into the SPA within five business days after the Seller exercises the Put Option. Each party is also subject to a €25 million termination payment in certain circumstances involving failure to close in breach of the SPA.
04—Continue