LyondellBasell(LYB) - 2025 Q3 - Quarterly Results

Agreement Details - The sale and purchase agreement for the Elephant Group Business was executed on October 29, 2025[2]. - The agreement includes an Earn Out Period from the Closing Date until December 31, 2026, with subsequent periods extending to December 31, 2028[11]. - The Closing Date is defined as the date on which the sale of the Sale Securities is completed[20]. - The agreement outlines the Assumed Liabilities, which include all obligations related to Environmental Contamination, among other liabilities[16]. - The agreement includes provisions for post-closing adjustments and obligations to ensure compliance with the terms set forth[8]. - The agreement specifies various warranties and conditions that must be met prior to closing, ensuring both parties fulfill their obligations[4]. - The agreement includes provisions for the execution of Local Transfer Documents to implement the transfer of Sale Securities[81]. - The agreement includes a provision for a confirmatory transfer agreement for the transfer of French Shares for tax purposes[86]. - The agreement includes provisions for the sale of 230,000 square meters of land at the Berre Site to JMG Partner SAS[35]. - The agreement includes provisions for the execution of Local Transfer Documents to implement the transfer of Sale Securities[81]. Financial Metrics - Adjusted EBITDA will be calculated based on consolidated net income, excluding specific expenses and gains, to provide a clearer financial picture during the Earn Out Period[13]. - Estimated Net Indebtedness is €166,629,988[29]. - Cumulative EBITDA for the 2026 Earn Out Period will equal the Adjusted EBITDA[24]. - Cumulative Free Cash Flow for the 2026 Earn Out Period will equal the Annual Cash Flow[24]. - The Target Working Capital is set at €297,000,000[54]. - The consideration for the purchase of the Sale Securities is set at €166,629,996 as the Base Amount[87]. - The Initial Consideration will be adjusted based on the Target Group Companies' Cash Balances, Net Indebtedness, and Working Capital Adjustment[87]. - The Working Capital of the Target Group Companies will be calculated excluding Cash Balances and Indebtedness[59]. - The Closing Statement will include Working Capital, Target Group Companies' Cash Balances, and Net Indebtedness[179]. Cash and Payments - The Cash Balances of each Target Group Company will be determined in accordance with the specified schedules, excluding restricted cash[19]. - The Earn Out Amounts will be paid in cash as per the agreement outlined in Schedule 10[88]. - The Purchaser agrees to pay the Tranche A and Tranche B Earn Out Amounts in cash within 15 days of agreement or determination of the Earn Out Certificate[99]. - Payments related to adjustments must be made on or before the Final Payment Date[184]. - The Purchaser must pay €8.00 to the Seller at Closing, adjusted for Estimated Net Indebtedness[168]. Operational and Management Aspects - The Elephant Group Business includes the manufacturing of olefins and/or polyolefins[27]. - The Elephant Hive-Down Business excludes the Retained Business and Excluded Assets[27]. - The Elephant Group Management Accounts are unaudited consolidated management accounts prepared by the management of the Elephant Group Business[27]. - The Dutch Employment Transfer Agreement facilitates the transfer of certain employees to the Dutch NewCo[26]. - The Seller must ensure that the Elephant Group Business operates as a going concern in the ordinary course consistent with past practices prior to Closing[129]. Conditions and Compliance - The Purchaser is responsible for ensuring satisfaction of regulatory conditions related to the Proposed Transaction[110]. - The Brazilian Antitrust Condition requires clearance from CADE without any appeals within 15 days of publication[104]. - The Purchaser must use best endeavors to satisfy conditions set out in Clauses 4.1.1 to 4.1.5 as soon as reasonably practicable[110]. - If conditions are not satisfied by the Long Stop Date, either party may terminate the Agreement without claims against each other, except for specific payments[125]. - The Seller must ensure the Hive-Down Steps Plan is satisfied before the Long Stop Date, with prior written consent required for any changes[114]. Indemnities and Liabilities - The Seller will indemnify the Purchaser against amounts paid under Target Group Guarantees following Closing[164]. - The Seller must indemnify the Purchaser against Assumed Liabilities arising from the conduct of the Purchaser after Closing[186]. - The Seller is liable for liquidated damages of €50,000 for each breach of solicitation of Senior Employees post-Closing[198]. - The Purchaser is required to take action to mitigate claims that may constitute Excluded Liabilities as requested by the Seller[193]. Contributions and Commitments - The Seller will contribute between €120,000,000 and €145,000,000 to the French Subsidiaries as part of the Seller Contribution[149]. - The Agreed Seller Contribution Amount is set at €265,000,000[151]. - The Purchaser is required to obtain a facility of at least €125,000,000 for guarantees and security arrangements by November 30, 2025[161]. - The Purchaser must contribute €10,000,000 as equity to the Target Group Companies within one Business Day following the Closing Date[183]. Communication and Notifications - The Seller must notify the Purchaser of any event that may materially affect the business or financial position of the Target Group Companies prior to Closing[137]. - The Seller and Purchaser must notify each other of the satisfaction of conditions within two Business Days of awareness[125]. - The Purchaser must provide written notice to the Seller for any claims that may constitute Excluded Liabilities[193]. Miscellaneous Provisions - The Seller's Group must retain books and records related to the Elephant Group Business for six years post-Closing[194]. - The Seller is obligated to transfer any property, rights, or assets related to the Elephant Group Business to the Purchaser at nil consideration as soon as practicable[197]. - The Purchaser is entitled to a perpetual, irrevocable, non-exclusive, and royalty-free license to use certain Intellectual Property Rights for conducting the Elephant Group Business[197].