Issuer Free Writing Prospectus, dated May 17, 2023
Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration No. 333-261639
LYB International Finance III, LLC
$500,000,000 5.625% Guaranteed Notes due 2033
Pricing Term Sheet dated May 17, 2023
| Issuer: | LYB International Finance III, LLC |
| Parent Guarantor: | LyondellBasell Industries N.V. |
| Security Description: | $500,000,000 5.625% Guaranteed Notes due 2033 (the “Notes”) |
| Distribution: | SEC-registered |
| Principal Amount: | $500,000,000 |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa2 / BBB / BBB (stable / stable / positive) |
| Coupon: | 5.625% |
| Public Offering Price: | 99.895% of the principal amount |
| Yield to Maturity: | 5.639% |
| Benchmark: | UST 3.375% due May 15, 2033 |
| Spread to Benchmark: | +205 basis points |
| Benchmark Treasury Price / Yield: | 98-07 / 3.589% |
| Trade Date: | May 17, 2023 |
| Settlement Date: | May 19, 2023 (T+2) |
| Maturity Date: | May 15, 2033 |
| Record Date: | May 1 and November 1 of each year |
| Interest Payment Dates: | May 15 and November 15 of each year |
| First Interest Payment Date: | November 15, 2023 |
| Optional Redemption: | |
| Make-Whole Call: | T+35 basis points (at any time before February 15, 2033) |
| Par Call: | At any time on or after February 15, 2033 |
| Change of Control Triggering Event: | Puttable at 101% of principal plus accrued and unpaid interest, if any |
| Denominations/Multiple: | $2,000 / $1,000 |
| CUSIP / ISIN: | 50249A AL7 / US50249AAL70 |
| Joint Book-Running Managers: | ING Financial Markets LLC Morgan Stanley & Co. LLC Barclays Capital Inc. BofA Securities, Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC. |
*A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC that are incorporated into the prospectus supplement for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the related prospectus supplement if you request it by calling ING Financial Markets LLC at 1-877-466-4930 or Morgan Stanley & Co. LLC at 1-866-718-1649.
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