SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LyondellBasell Industries N.V.

(Name Of Subject Company (Issuer) And Filing Person (Offeror))

Ordinary Shares, par value €0.04 per share

(Title of Class of Securities)

N53745100

(CUSIP Number of Ordinary Shares)

Jeffrey A. Kaplan
Executive Vice President and Chief Legal Officer

4th Floor, One Vine Street
London, W1J0AH

The United Kingdom

+44 (0) 207 220 2600

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

George Casey

Harald Halbhuber

Derrick Lott

Shearman & Sterling
599 Lexington Avenue

New York, NY 10022-6069

(212) 848-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount Of Filing Fee**
$3,256,000,000	$394,627.20

*	The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to 37,000,000 shares of the Ordinary Shares, par value €0.04 per share, at the maximum tender offer price equal to $88.00.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August 24, 2018, by multiplying the transaction valuation by 0.0001212.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$394,627.20	Filing Party:	LyondellBasell Industries N.V.
Form or Registration No.:	Schedule TO	Date Filed:	June 10, 2019

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1. 

x issuer tender offer subject to Rule 13e-4. 

o going-private transaction subject to Rule 13e-3. 

o amendment to Schedule 13D under Rule 13d-2. 

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

SCHEDULE TO

This Amendment No. 3 filed with the Securities and Exchange Commission on July 9, 2019 (this “Amendment”), amends and supplements the Tender Offer Statement filed on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) with the Securities and Exchange Commission on June 10, 2019 by LyondellBasell Industries N.V., a Dutch public company with limited liability (the “Company”).  The Schedule TO relates to the offer by the company to purchase up to 37,000,000 of its issued and outstanding ordinary shares, par value €0.04 per share (each, a “Share,” and collectively, “Shares”), at a price that is the lesser of (i) a price not greater than $88.00 nor less than $77.00 per Share, and (ii) a price that equals 110% of the daily per share volume-weighted average price for the Shares on the New York Stock Exchange on the Expiration Date, as defined in the Offer to Purchase (defined below), to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2019 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.  All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.  This Amendment should be read together with the Schedule TO.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

(d)On July 9, 2019, the Company issued a press release announcing the preliminary results of the tender offer, which expired at one (1) minute after 11:59 p.m., New York City time, on July 8, 2019.  A copy of such press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBIT INDEX

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(D) Press Release Announcing Preliminary Results of Modified Dutch Auction Tender Offer, dated July 9, 2019.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	LYONDELLBASELL INDUSTRIES N.V.
Dated: July 9, 2019	By:	/s/ Jeffrey A. Kaplan
	Name: Jeffrey A. Kaplan
	Title: Executive Vice President

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EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

NEWS RELEASE

FOR IMMEDIATE RELEASE

HOUSTON and LONDON, July 9, 2019

LyondellBasell Announces Preliminary Results of Modified Dutch Auction Tender Offer

HOUSTON and LONDON, July 9, 2019 — LyondellBasell (NYSE: LYB) today announced the preliminary results of its “modified Dutch Auction” tender offer, which expired one (1) minute after 11:59 p.m., New York City time, on July 8, 2019.

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the “Depositary”), a total of 35,145,068 shares of LyondellBasell’s ordinary shares, €0.04 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $88.00 per share, including 12,965,389 shares that were tendered by notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, LyondellBasell expects to acquire approximately 35,145,068 shares at a price of $88.00 per share, for an aggregate cost of approximately $3.09 billion, excluding fees and expenses relating to the tender offer.  These shares represent approximately 9.5 percent of the shares outstanding as of July 8, 2019.

The number of shares to be purchased and the purchase price are preliminary and subject to change.  The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period.  The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process.  Payment for the shares accepted under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as dealer managers for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson LLC, toll-free at (866) 300-8594.

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About LyondellBasell

LyondellBasell is one of the largest plastics, chemicals and refining companies in the world. Driven by its employees around the globe, LyondellBasell produces materials and products that are key to advancing solutions to modern challenges like enhancing food safety through lightweight and flexible packaging, protecting the purity of water supplies through stronger and more versatile pipes, improving the safety, comfort and fuel efficiency of many of the cars and trucks on the road, and ensuring the safe and effective functionality in electronics and appliances. LyondellBasell sells products into more than 100 countries and is the world’s largest producer of polymer compounds and the largest licensor of polyolefin technologies. In 2019, LyondellBasell was named to Fortune magazine’s list of the “World’s Most Admired Companies.” More information about LyondellBasell can be found at www.LyondellBasell.com.

Forward-Looking Statements

The statements in this release relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual results could differ materially based on factors including, but not limited to: the business cyclicality of the chemical, polymers and refining industries; the availability, cost and price volatility of raw materials and utilities, particularly the cost of oil, natural gas, and associated natural gas liquids; competitive product and pricing pressures; labor conditions; LyondellBasell’s ability to attract and retain key personnel; operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental risks); the supply/demand balances for LyondellBasell’s and LyondellBasell’s joint ventures’ products, and the related effects of industry production capacities and operating rates; LyondellBasell’s ability to achieve expected cost savings and other synergies; LyondellBasell’s ability to successfully execute projects and growth strategies; any proposed business combination, the expected timetable for completing any proposed transactions and the receipt of any required governmental approvals, future financial and operating results, benefits and synergies of any proposed transactions and future opportunities for the combined company; legal and environmental proceedings; tax rulings, consequences or proceedings; technological developments, and LyondellBasell’s ability to develop new products and process technologies; potential governmental regulatory actions; political unrest and terrorist acts; risks and uncertainties posed by international operations, including foreign currency fluctuations; and LyondellBasell’s ability to comply with debt covenants and service LyondellBasell’s debt. The accuracy of our expectations and predictions is also subject to the following risks and uncertainties: (1) the price and time at which we may make any additional share repurchases following completion of the tender offer and the number of shares acquired in such repurchases; and (2) changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of the United States or international lending, capital and financing markets. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section of LyondellBasell’s Form 10-K for the year ended December 31, 2018, which can be found at www.LyondellBasell.com on the Investor Relations page and on the Securities and Exchange Commission’s website at www.sec.gov.

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Source:  LyondellBasell Industries

Media Contact:  Michael Waldron +1 713-309-7575

Investor Contact:  David Kinney +1 713-309-7141

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