LyondellBasell raises leverage limit; dividend and buyback limits added

Rhea-AI Filing Summary

LyondellBasell entered into Amendment No. 1 to its Third Amended and Restated Credit Agreement on September 10, 2025, which raises the Maximum Leverage Ratio through 2027 unless the company elects earlier termination of those provisions. The Amendment imposes certain additional limitations, specifically restrictions on dividend increases and on share repurchases (other than to offset dilution). The modification to the Maximum Leverage Ratio is also incorporated into the company’s $900 million structured accounts receivable facility originated in September 2012, pursuant to the Receivables Facility’s amendment provisions. The filing references the full Amendment as Exhibit 10.1.

Positive

• Increased leverage flexibility through 2027 via a higher Maximum Leverage Ratio under the Credit Agreement
• Consistent covenant treatment by incorporating the leverage modification into the existing $900 million Receivables Facility

Negative

• Restrictions on dividend increases, limiting the company’s ability to raise cash distributions to shareholders
• Restrictions on share repurchases (other than to offset dilution), constraining buyback activity

Insights

Financial Analyst

TL;DR: The credit amendment increases allowable leverage through 2027 while adding distribution and buyback restrictions.

The Amendment provides the company with a higher contractual leverage threshold until 2027, which changes covenant headroom under the Credit Agreement. Simultaneously, the lender-imposed limitations on dividend increases and share repurchases constrain capital returns to shareholders. The inclusion of the leverage change into the existing $900 million Receivables Facility aligns covenant terms across related financing arrangements. This is a material financing amendment that affects capital flexibility and covenant compliance metrics.

Corporate Governance Expert

TL;DR: Governance impact is limited but notable: shareholder distributions are expressly constrained by the amendment.

By agreeing to restrictions on dividend increases and share repurchases, the company accepts explicit limits on return-of-capital mechanisms. Those restrictions (except for anti-dilution buybacks) are contractual and could influence board decisions on capital allocation. The amendment’s term through 2027 creates a multi-year governance constraint tied to financing covenants.

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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): September 10, 2025

____________________________________________ 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter) 

 ____________________________________________ 

Netherlands			001-34726			98-0646235
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. Employer Identification No.)

2800 Post Oak Blvd.,

4th Floor, One Vine Street

Suite 5100

London

Delftseplein 27E

Houston, Texas

W1J0AH

3013AA

Rotterdam

USA

77056

United Kingdom

Netherlands

(Address of principal executive offices) (Zip code)

(713) 309-7200 +44 (0) 207 220 2600 +31 (0) 10 275 5500

(Registrant’s telephone numbers, including area codes) 

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01     Entry into a Material Definitive Agreement.

On September 10, 2025, LyondellBasell Industries N.V. (the “Company”), LYB Americas Finance Company LLC, a wholly-owned subsidiary of the Company (“LYB Americas Finance”), Citibank, N.A., as administrative agent, and various financial institutions, as lenders, entered into Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Credit Agreement dated as of July 17, 2024 (as amended, the “Credit Agreement”).

The Amendment primarily increases the Maximum Leverage Ratio (as defined in the Credit Agreement) through 2027 unless the Company elects to terminate such provisions sooner. In connection with the increase, the Company is subject to certain additional limitations, including restrictions on dividend increases and share repurchases (other than to offset dilution).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto.

Additionally, the modification to the Maximum Leverage Ratio is incorporated into the Company’s $900 million structured accounts receivable receivables facility originated in September 2012 (as previously amended, the “Receivables Facility”) among Lyondell Chemical Company, as servicer, LYB Receivables LLC, a bankruptcy-remote special purpose entity that is a wholly-owned subsidiary of the Company, as seller, the conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, the other parties thereto and Mizuho Bank, Ltd., as Administrator and LC Bank, pursuant to Section 5.1 (Amendments, Etc.) of the Receivables Facility.

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 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						Amendment No. 1 to Third Amended and Restated Credit Agreement, dated September 10, 2025, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as Borrowers, the various institutions from time to time party thereto as Lenders and L/C Issuers, Citibank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Syndication Agent.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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:

September 11, 2025

By:

/s/ Brendan J. Dalton

Brendan J. Dalton

Vice President

and Treasurer

FAQ

What did LyondellBasell (LYB) amend on September 10, 2025?

The company entered into Amendment No. 1 to its Third Amended and Restated Credit Agreement, which increases the Maximum Leverage Ratio through 2027 and adds certain limitations on dividends and share repurchases.

Does the amendment affect other financing arrangements for LYB?

Yes, the modification to the Maximum Leverage Ratio is incorporated into LYB’s $900 million structured accounts receivable facility originated in September 2012.

Are there limits on shareholder distributions under the amendment?

Yes, the company is subject to additional limitations including restrictions on dividend increases and on share repurchases (other than to offset dilution).

Where can I find the full text of the Amendment?

The full text of Amendment No. 1 is filed as Exhibit 10.1 to the Form 8-K.

How long do the amended leverage provisions apply?

The Amendment increases the Maximum Leverage Ratio through 2027 unless the company elects to terminate those provisions sooner.