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The following is an excerpt from a S-4 SEC Filing, filed by ARCO CHEMICAL TECHNOLOGY INC on 1/10/2002.
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ARCO CHEMICAL TECHNOLOGY INC - S-4 - 20020110 - EXCHANGE_AGENT

The Exchange Agent

We have appointed The Bank of New York as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

For Delivery by Mail, Overnight Delivery or by Hand:

The Bank of New York
15 Broad Street
16th Floor
New York, NY 10005

Attn.: Enrique Lopez--Reorganization Unit

By Facsimile Transmission (for eligible institutions only):

(212) 235-2261
Attn.: Enrique Lopez

To Confirm Receipt:

(212) 235-2360

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Summary of Terms of the New Notes

The new notes will be freely tradeable and otherwise substantially identical to the outstanding notes. The new notes will not have registration rights. The new notes will evidence the same debt as the outstanding notes, and the outstanding notes and the new notes will be governed by the same indenture.

Issuer......................  Lyondell Chemical Company.

Notes Offered...............  $393,000,000 principal amount of 9 1/2% Senior
                              Secured Notes due 2008.

Maturity Date...............  The new notes mature on December 15, 2008.

Interest Payment Dates......  The new notes bear interest at an annual rate
                              equal to 9 1/2%. Interest payments will be made
                              annually on each June 15 and December 15,
                              beginning June 15, 2002.

Guarantees..................  The new notes will be unconditionally guaranteed
                              by our subsidiaries Lyondell Chemical Nederland,
                              Ltd., ARCO Chemical Technology, Inc. and ARCO
                              Chemical Technology, L.P. The guarantees of the
                              new notes will be general obligations of each
                              guarantor and will rank equally with all existing
                              and future unsubordinated debt of each guarantor.
                              These subsidiaries are also guarantors of our
                              obligations under our credit facility and under
                              our existing senior secured notes and senior
                              subordinated notes. You should read "Description
                              of New Notes--Subsidiary Guarantees" for a
                              description of the guarantees.

Collateral..................  The new notes will be secured by a lien equally
                              and ratably with all secured debt outstanding
                              under our credit facility and our existing senior
                              secured notes and, with respect to certain of our
                              manufacturing plants, the debentures that we
                              assumed when we acquired ARCO Chemical Company,
                              which we call the Lyondell debentures. The liens
                              will constitute first-priority liens, subject to
                              certain exceptions and permitted liens, on:

                              .  our personal property;

                              .  substantially all the equity interests of
                                 domestic subsidiaries directly owned by us and
                                 65% of the stock of foreign subsidiaries
                                 directly owned by us;

                              .  the rights of certain of our subsidiaries to
                                 receive distributions from certain of our
                                 existing joint ventures in which they own
                                 equity interests; and

                              .  mortgages on our facilities located in
                                 Bayport, Texas, Channelview, Texas and Lake
                                 Charles, Louisiana.

                              If and when the liens no longer secure amounts
                              under our credit facility, the new notes, as well
                              as the existing senior secured notes and the
                              Lyondell debentures, will automatically cease to
                              be secured by the liens. The liens that secure
                              amounts under our credit facility

                                       5

                              would be released if such a release were approved
                              by the requisite lenders under the credit
                              facility, and the consent of the holders of the
                              new notes would not be required for such a
                              release. In addition, the collateral agent and
                              Lyondell may amend the provisions of the security
                              documents with the consent of the requisite
                              lenders and without the consent of the holders of
                              the new notes. The lenders under our credit
                              facility will have the sole ability to control
                              remedies (including any sale or liquidation after
                              acceleration of the new notes or the debt under
                              the credit facility) with respect to the
                              collateral. See "Risk Factors--Risk Factors
                              Relating to Our Debt and the New Notes--You may
                              not be able to fully realize the value of your
                              liens--The security for your benefit can be
                              released without your consent." You should read
                              "Description of New Notes--Security" for a more
                              complete description of the security granted to
                              the holders of the new notes.

Ranking.....................  The new notes will rank equally with all our
                              existing and future unsecured senior debt and
                              prior to all such debt to the extent of the value
                              of the collateral available to the holders of the
                              new notes, which collateral is shared by such
                              holders on a ratable basis with the holders of
                              our other senior secured debt, including the debt
                              under the credit facility, debt under our
                              existing senior secured notes and, with respect
                              to the mortgages, the Lyondell debentures.

                              The new notes will also effectively rank junior
                              to all liabilities of our subsidiaries that have
                              not guaranteed the new notes and all liabilities
                              of our joint ventures.

                              After giving effect to the sale of the
                              outstanding notes and the exchange offer, at
                              September 30, 2001:

                              . We and the guarantors would have had
                                outstanding approximately $3.4 billion of
                                unsubordinated debt that was secured by the
                                same assets, including the new notes;

                              . Our joint ventures, which have not guaranteed
                                the new notes, would have had approximately
                                $3.6 billion of outstanding liabilities,
                                including trade payables, that are effectively
                                senior to the new notes; and

                              . Our subsidiaries that have not guaranteed the
                                new notes would have had less than $1 million
                                of outstanding liabilities, principally trade
                                payables, that are effectively senior to the
                                new notes.

Optional Redemption.........  We may redeem any of the new notes at any time on
                              or after December 15, 2005 at the redemption
                              prices described in "Description of New Notes--
                              Optional Redemption."

Change of Control...........  Upon the occurrence of certain change of control
                              events described in "Description of New Notes--
                              Repurchase at the Option of Holders--Change of
                              Control" you may require us to repurchase some or
                              all of your notes at 101% of their principal
                              amount, plus

                                       6

                              accrued interest. The occurrence of those events
                              will impose similar repurchase requirements for
                              our other senior secured notes and our senior
                              subordinated notes and may also be an event of
                              default under our credit facility. We cannot
                              assure you that we will have sufficient resources
                              to satisfy our repurchase obligation in such
                              circumstances. You should read carefully the
                              sections called "Risk Factors--Risk Factors
                              Relating to Our Debt and the New Notes--We may
                              not be able to repurchase your notes upon a
                              change of control" and "Description of New
                              Notes."

Covenants...................  The new notes will be issued under the same
                              indenture as the outstanding notes. The indenture
                              contains certain covenants limiting or
                              prohibiting our ability and our subsidiaries'
                              ability to:

                              . incur additional debt or issue subsidiary
                                preferred stock;

                              . increase dividends on our capital stock;

                              . redeem or repurchase capital stock or
                                repurchase subordinated debt;

                              . engage in transactions with affiliates, except
                                on an arm's-length basis;

                              . create liens or engage in sale and leaseback
                                transactions;

                              . make some types of investments and sell assets;
                                and

                              . consolidate or merge with, or sell
                                substantially all our assets to, another
                                person.

                              Certain of these covenants will no longer apply
                              if the new notes are rated "BBB-" by Standard &
                              Poor's or "Baa3" by Moody's, even if the new
                              notes are subsequently downgraded to a lower
                              rating. You should read "Description of New
                              Notes--Certain Covenants" for a description of
                              these covenants.

                              If we fail to complete the exchange offer in
                              accordance with the requirements of the
                              registration rights agreement, we may be required
                              to pay liquidated damages to the initial
                              purchasers of the outstanding notes. You should
                              read "Description of New Notes--Registration
                              Rights; Liquidated Damages" for a description of
                              our registration obligations.

BROKERAGE PARTNERS