SCHEDULE 13D/A: Access Industries Affiliates Update 20.3% Stake in LyondellBasell, Disclose New Capped-Call Agreement

Access Industries and its affiliates have filed an Amendment No. 20 to their Schedule 13D, reaffirming their 20.3% beneficial ownership in LyondellBasell Industries N.V. and disclosing a new cash-settled capped-call agreement referencing over 8 million shares.

Summary

• The filing is Amendment No. 20 to the Schedule 13D for LyondellBasell Industries N.V. (the "Issuer").
• Reporting Persons, including LYB Holdco LLC and entities affiliated with Len Blavatnik and Access Industries, beneficially own an aggregate of 65,285,504 ordinary shares of LyondellBasell.
• This represents 20.3% of LyondellBasell's ordinary shares, based on 321,400,014 shares issued and outstanding as of April 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on April 25, 2025.
• The beneficially owned shares are held directly by various entities: LYB Holdco (41,195,179 shares), Access Industries Core Holdings LLC (1,464,610 shares), AI European Holdings L.P. (16,000,000 shares), AI Chemical Holdings LLC (5,655,466 shares), AI Investments Holdings LLC (765,996 shares), and AILEB LLC (204,253 shares).
• An affiliate of Access Industries, AI Securities Holdings 1 LLC ("AISH"), entered into a cash-settled European-style capped-call agreement on June 9, 2025, with final terms set on June 13, 2025.
• This capped-call agreement provides AISH with economic results comparable to ownership of a call option in respect of 8,122,120 ordinary shares.
• The agreement has a per share premium of $4.4196, a strike price of $79.9887 per share, and a cap price of $122.6493 per share.
• The capped-call agreement is exercisable in 30 separate tranches with staggered expirations beginning June 7, 2030.
• As settlement of the Capped-Call Agreement is in cash only, neither AISH nor any Reporting Person is deemed to beneficially own the ordinary shares referenced thereunder.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it's a routine amendment to disclose beneficial ownership and a new derivative position. The derivative position could be interpreted as a moderately positive signal of confidence in future stock performance by the reporting person, but it's not a direct operational or financial update from the company itself.

Positives

• The continued significant beneficial ownership by Access Industries and its affiliates (20.3%) indicates a strong, long-term commitment to LyondellBasell Industries N.V.
• The new cash-settled capped-call agreement allows an affiliate to gain economic exposure to potential upside in LyondellBasell's stock without directly acquiring shares, potentially signaling a positive outlook on the stock's future performance by the reporting entity.

Negatives

• The filing does not contain explicit negative information regarding the company's operational performance or outlook.
• The cash-settled nature of the capped-call agreement means the reporting persons do not directly acquire voting power or physical shares from this specific transaction, limiting direct influence from this derivative.

Risks

• The capped-call agreement exposes the reporting person's affiliate to market risk related to LyondellBasell's share price movements, as the value of the option depends on the stock's performance relative to the strike and cap prices.
• The staggered expiration dates of the capped-call agreement, beginning in June 2030, introduce long-term market exposure and potential for changes in market conditions over that period.

Future Outlook

The filing indicates a long-term perspective on LyondellBasell's stock, as evidenced by the capped-call agreement's staggered expirations beginning in June 2030. This suggests an expectation of potential upside in the stock price over the next five years by the reporting entity.

Industry Context

This filing primarily concerns a significant shareholder's updated ownership structure and derivative positions, rather than LyondellBasell's operational performance or broader industry trends. However, the continued substantial stake by Access Industries, a major investment firm, suggests ongoing confidence in the petrochemical and plastics sector, where LyondellBasell operates.

Comparison to Industry Standards

• This Schedule 13D amendment is a disclosure of beneficial ownership and a derivative position by a specific investor group. It does not provide operational or financial results for LyondellBasell that would allow for a direct comparison to industry-specific benchmarks or comparable companies like Dow Inc., ExxonMobil Chemical, or BASF SE in terms of production volumes, margins, or project performance.
• The filing focuses on the investor's stake and strategy rather than the issuer's operational performance.

Related Party Transactions

• The beneficial ownership structure involves multiple affiliated entities controlled by Len Blavatnik and Access Industries, which are considered related parties in their collective ownership of LyondellBasell shares.

Stakeholder Impact

• Shareholders: The continued significant stake by Access Industries and the disclosure of a new derivative position may be viewed as a sign of ongoing investor confidence, potentially influencing market perception.
• Employees, Customers, Suppliers, Creditors: The filing does not contain information directly impacting these stakeholders, as it pertains to ownership structure and a financial derivative rather than operational changes or financial health.

Next Steps

• The capped-call agreement has staggered expirations beginning June 7, 2030, which will lead to cash settlement based on LyondellBasell's share price at those future dates.

Key Dates

Recommendation

Keywords

LyondellBasell Industries N.V., LYB, Schedule 13D, Beneficial Ownership, Access Industries, Len Blavatnik, Capped-Call Agreement, Derivative, SEC Filing, Chemicals Industry, Plastics Industry, Petrochemicals