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): May 30, 2007
LYONDELL CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| 1-10145 | | 95-4160558 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 1221 McKinney Street, Suite 700, Houston, Texas | | 77010 |
| (Address of principal executive offices) | | (Zip Code) |
(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 (seeGeneral Instruction A.2. below):
| ¨ | 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)) |
The description set forth below is qualified in its entirety by the full text of the respective document to which it refers, which document is filed herewith.
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 30, 2007, Lyondell Chemical Company (the “Company”) and the subsidiary guarantors party thereto entered into an Underwriting Agreement with Citigroup Global Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as representatives of the several underwriters listed therein, relating to the issuance and sale of $510 million of 6.875% Senior Unsecured Notes due 2017 under the Company’s Registration Statement on Form S-3 (No. 333-143351) (the “Registration Statement”). The exhibits filed herewith are filed pursuant to the Registration Statement pursuant to Regulation S-K, Item 601.
| Item 9.01 | Financial Statements and Exhibits |
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| 1.1 | | Underwriting Agreement for 6.875% Senior Unsecured Notes due 2017 dated May 30, 2007 by and among Lyondell Chemical Company, subsidiary guarantors party thereto, and Citigroup Global Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as representatives of the several underwriters listed therein |
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| 5.1 | | Opinion of Baker Botts L.L.P. with respect to 6.875% Senior Unsecured Notes due 2017 |
SIGNATURE
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.
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| LYONDELL CHEMICAL COMPANY |
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| By: | | /s/ Kerry A. Galvin |
| Name: | | Kerry A. Galvin |
| Title: | | Senior Vice President and General Counsel |
Date: May 30, 2007
INDEX TO EXHIBITS
| | |
Exhibit Number | | Description |
| 1.1 | | Underwriting Agreement for 6.875% Senior Unsecured Notes due 2017 dated May 30, 2007 by and among Lyondell Chemical Company, subsidiary guarantors party thereto, and Citigroup Global Markets Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as representatives of the several underwriters listed therein |
| |
| 5.1 | | Opinion of Baker Botts L.L.P. with respect to 6.875% Senior Unsecured Notes due 2017 |
