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Hello and welcome to the LyondellBasell Teleconference. At the request of LyondellBasell, this conference is being recorded for instant replay purposes. Following today's presentation, we will conduct a question-and-answer session. I will now like to turn the conference over to Mr. David Kinney, Head of Investor Relations. Sir, you may begin.
Thank you, Operator, and welcome to everyone to today's call. Before we begin the discussion, I would like to point out that a slide presentation accompanies the call and is available on our website at investors.lyondellbasell.com. Today, we'll be discussing a planned investment in some of our European assets while making reference to some forward-looking statements and non-GAAP financial measures. We believe the forward-looking statements are based upon reasonable assumptions and the alternative measures are useful to investors. Nonetheless, the forward-looking statements are subject to significant risk and uncertainty. We encourage you to learn more about the factors that can lead our actual results to differ by reviewing the cautionary statements in the presentation slides and our regulatory filings, which are also available on our Investor Relations website.
Comments made on this call will be in regard to our underlying business results using non-GAAP financial measures such as EBITDA, excluding identified items. Please refer to the appendix of this presentation and additional documents on our investor website for more information about our use of non-GAAP financial measures. A recording of this call will be available by telephone beginning at 1:00 P.M. Eastern Time today until July 5th by calling 877-660-6853 in the United States and 201-612-7415 outside the United States. The access code for both numbers is 137-54-240. Presenting on today's call will be Peter Vanacker, LyondellBasell's Chief Executive Officer. Accompanying Peter on today's call are Agustin Izquierdo , our Chief Financial Officer, and Kim Foley, our Executive Vice President of Global Olefins and Polyolefins. Before handing the call over to Peter, I'd like to outline a brief agenda.
We will begin the call by highlighting how today's announcement plays a meaningful step in LYB's portfolio management to create a sustainable footprint in Europe. We will then provide some details on the planned transaction with an indicative timeline and conclude by summarizing how these actions align with our strategy. With that being said, I would now like to turn the call over to Peter.
Thank you, Dave, and welcome to all of you. We appreciate you joining us today on short notice as we discuss this major milestone. Let's begin with slide number four. We outlined our new strategy two years ago at our Capital Markets Day, and we announced our European Strategic Review just last year. Over this time, we have built a strong track record of portfolio optimization through divesting or closing non-core assets and increasing our exposure to cost-advantaged Middle East capacity. Our planned divestments that we announced this morning of four European olefins and polyolefins assets to Equita is a significant step in this journey. We have entered into an agreement with Equita, a private equity firm with a history of successfully improving industrial businesses, for a transaction that will further advance the transformation of our portfolio.
The transaction builds on our recent actions to grow and upgrade the core, enabling us to sharpen our focus on our priorities by strengthening our leading positions in attractive markets and establishing profitable leadership in circular solutions. In doing so, we will strengthen our focus on the needs of customers and brand owners. Altogether, our portfolio actions are estimated to increase our historical EBITDA margin by 3 percentage points and improve our cash conversion. On slide five, we highlight how this transaction creates a sustainable European footprint for LYB. Our goal is to reshape our European business portfolio in alignment with our long-term strategy for lasting success. Europe will remain a core region for LYB's operations and commercial activities as we continue to grow our circular business with the Cologne Hub.
Collectively, the divested sites were, on average, cash negative to LYB over the past five years, with only modest EBITDA and EUR 110 million in annual capital expenditures. This divestiture represents approximately 12% of our global O&P capacity for the four key olefins and polyolefins products. Upon the completion of this transaction, we will be better positioned to serve the needs of brand owners, OEMs, and our customers in Europe. LYB continues to lead in technology-driven growth through our assets in Ferrara, Frankfurt, and Ludwigshafen. In IND, our core European assets operate LYB's world-leading POTBA technology to produce propylene oxide and oxyfuels. Utilizing our flexible feedstock crackers in Cologne, we can profitably produce polymers from both fossil-based feedstocks and, increasingly, from recycled and renewable feedstocks through our rapidly growing circular and low-carbon solutions business.
Finally, in APS, we continue to enhance our customer access and accelerate our growth in specialty polymers. With less upstream capacity in Europe, our sales mix will improve with a higher share of LYB's capacity from cost-advantaged regions such as the U.S. and Middle East. We are working to extend this advantage by developing new projects with additional cost-advantaged capacity in these regions. Through decisive portfolio management, we are enhancing profitability and building greater resilience to position ourselves to emerge from this downturn stronger and more resilient than before. The details of the transaction are outlined on slide six. Under the terms of the agreement, Equita will acquire assets in Bayeux, France, Münchsmünster, Germany, Tarragona, Spain, and Carrington, England. LYB and Equita will contribute EUR 265 million and EUR 10 million in cash to the business, respectively.
These funds will support upcoming turnarounds and liquidity requirements that will position the business for future success. Additionally, there is an earn-out of up to EUR 100 million payable to LyondellBasell over the next three years. There is a EUR 25 million termination fee in place should either party breach certain closing obligations. The transaction is expected to be tax-neutral for both parties. Equita will assume approximately EUR 150 million in pension and employee-related liabilities, as well as all environmental liabilities associated with the assets. The assets covered in the transaction represent approximately EUR 400 million of fixed costs. Further, LYB will be able to refocus approximately EUR 110 million that was historically invested each year in CapEx towards higher value opportunities that support future long-term value creation for LYB, while reducing the scope of our future decarbonization investments.
This transaction is aligned with our long-term strategy to build a stronger, more focused, more resilient, and more profitable growth platform for LYB. On slide seven, we outline an expected roadmap to closing. LYB and Equita have entered into a put option agreement that provides for entry into an agreed sales and purchase agreement upon completion of certain required consultation processes with employees and works councils. During the signed-to-close periods, both parties will pursue all required consultations, antitrust, and regulatory clearances. During this time, we will stand up a separation management office dedicated to detailed planning and execution of all pre-closing activities. We expect the transaction to close in the first half of 2026. On slide eight, let me conclude by summarizing the alignment of this portfolio optimization with LYB's three-pillar strategy.
This transaction is upgrading our core by increasing the share of our ONP business capacity in cost-advantage regions from 61% to 68%. We are poised to further increase our capacity in the U.S. and Middle East with projects that are under development for the second half of this decade. This will support LYB to further increase our focus on brand owners, OEMs, and our direct customers. Following this divestiture, our Cologne Hub will be the core of our European operations. In Cologne, we are building our first MORITEC facility that uses catalytic chemical recycling of plastic waste to produce polyolefins that are indistinguishable from fossil-based materials. Our integrated Cologne Hub will play a central role in building a profitable circular and low-carbon solutions business. By refocusing away from the divested assets, we aim to pivot towards profitably serving the rapidly growing demand for recycled and renewable materials.
This transaction advances our third pillar to step up performance and culture. Our decisive portfolio actions, including the exit from the refining business and our European shutdowns and divestitures, are estimated to improve our historical EBITDA margin by approximately three percentage points. We are executing our strategy with discipline and purpose while building a stronger, more resilient, and more profitable LYB. Now, with that, we are pleased to take your questions.
Thank you. Ladies and gentlemen, at this time, we'll begin the question-and-answer session. As a reminder, if you have a question, please press the star followed by the one on your touch-tone phone. If you would like to withdraw your question, please press the star followed by the two. We do ask you to limit yourself to one question. Our first question comes from the line of Aleksey Yefremov with KeyBanc Capital Markets. Please proceed with your question.
Thanks. Good morning. Congrats on achieving this deal. Could you just clarify on the EUR 400 million cost reductions? Is this something that's accretive to EBITDA? Or I guess, how does this amount relate to your future EBITDA for your remaining European operations?
Very good question, Aleksey . Of course, the EUR 400 million in fixed costs that I referred to is directly linked to the business that is connected to the four assets. It depends, of course, also how you look at these assets and what EBITDA these assets have contributed. You saw the numbers that we shared in the presentation and I have prepared remarks, which were numbers on an average over a period of five years. There was a minimal EBITDA that we had in those businesses. You could take a big part of the fixed costs if you assume that the EBITDA is, let's say, on that low level for those four assets. I am not saying that we are expecting that for the future. If you take the historic, then you could say that a big part of that would be a credit.
Thank you. Our next question comes from the line of Mike Gehlen with Barclays. Please proceed with your question.
Great. Great. Thanks. Good morning, team. Again, congrats on getting this across the finish line, or at least most of the way to the finish line. I just wanted to clarify on the cash inflows and outflows because there are a few moving pieces. Sounds like you're contributing a little bit more than EUR 300 million of cash upfront, but it's saving you slightly more than EUR 100 million of cash flow a year at current profitability. Is that generally the right way to think about it? Can you just help us with what is the estimated one-time cash cost related to the separation?
Thank you, Mike. It's a very good question. I'm going to give a couple of comments and then hand over to Agustin to explain a bit more on the number side. You're right. I mean, the way to look at this is what we tried to do at LYB with those four assets and divesting these assets was having a clean exit. That was the scope of what we were looking at. You see a number of elements in the presentation that are really fitting to such a clean exit. On one hand side, you have, yes, the EUR 150 million of pension and employee liabilities. Also, what I mentioned is that all the environmental liabilities are moving, I mean, to Equita. I think that's important, I mean, to look at it and not just, I mean, what is the amount of cash that we are contributing to the business as part of the deal. With that, Agustin, you want to further elaborate?
Sure. Thank you, Peter. Thank you, Mike, for your question. Yes. The EUR 300 million contribution will be at closing, which is expected to be in the first half of 2026. As we have mentioned during the call, this is a very strategic transaction. You will also see that there is EUR 110 million of CapEx that we announced that we do not have to sort of address with the divestiture of this portfolio, the fixed costs that we have alluded to. Overall, it is a very good transaction for LYB.
Thank you. Our next question comes from the line of Kevin McCarthy with Vertical Research Partners. Please proceed with your question.
Thank you and good morning. Peter, can you talk through why the current put option structure is preferable to LyondellBasell versus simply closing these sites? Is it the case that the transfer of pension and environmental outweighs the potential benefits of eliminating the capacity from the European regional market?
Thank you, Kevin. Again, a very good question. Let me refer, I mean, to the POLM. So the POLM joint venture that we had with Covestro, where we decided, I mean, to shut it down. If you look back at the numbers that we shared with you, that gives you a bit of an indication of what it costs, I mean, to shut down the site. Now, if you talk—this is a relatively new site. This is not a site that has a long history. If you talk about sites with a very long history, you can imagine, I mean, that that is extremely costly. Having said that, we also believe on the other hand side that these assets, especially, I mean, the ones that are integrated with a cracker like in Bayeux and Münchsmünster, they are not the worst assets in Europe.
I mean, they are flexible crackers. They have a good positioning. They have good access, I mean, to feedstock. If you look at it from an overall perspective in terms of asset footprints in the industry in Europe, they are, let's say, yeah, these are assets, I mean, that have a future. The question then comes up, of course, yeah, but why don't you have a future for those assets at LyondellBasell? That goes back, I mean, to what we had said two years ago in transforming our portfolio, defining the criteria on what is core and what is not core. Therefore, already at that time, we had identified, look, I mean, there are a number of assets in Europe that for our future LYB, with how we look at the European markets, where we see that the position we want to take in the European markets in ONP and CNLCS is around that transformation with new regulation, building up that portfolio on renewable and circular solutions with our investments in MORITEC. In addition to that, of course, the technology business with the catalysts that we have. Again, on propylene oxide, the combination of propylene oxide with TBA and not in Europe, the combination of propylene oxide with styrene monomer.
As I go back, I mean, to the four assets where we have this agreement with Equita, we believe, I mean, that if you look at the history of Equita, how successful they have been in acquiring assets, which I would say are in a bit the same situation like our assets, they have been a very good owner. I mean, they have been able to transform those assets. They have a very good team that is specialized in transforming these kinds of assets and providing them a future. That is why we selected Equita also as a partner, because that was for us also very important to make sure that we did not just hand over the assets to a buyer and do not know, I mean, if these assets will then end up in being consolidated or whatsoever. We really looked at selecting the right partner for our people, our leadership that is working in those businesses, in those assets.
Thank you. Our next question comes from the line of Jeff Zekauskas with JPMorgan. Please proceed with your question.
Thanks very much. You're going to contribute EUR 340 million in working capital, and there's another EUR 100 million-EUR 150 million in costs before closing. So that's, I don't know, EUR 440 million or EUR 490 million. There's the environmental liabilities and the pension and your contribution of roughly EUR 300 million offset. Is the way that we should think about this transaction that it's costing you EUR 400 million-EUR 500 million, and then you may get a payout, the EUR 100 million in the future and the EUR 110 million that you're not spending. Is that the way to think about the transaction?
Thank you, Jeff. Very good question. Of course, you look at the different items and the different numbers in the presentation as well as in my prepared remarks. Of course, one thing that I want to highlight is clearly that the working capital is not a cash item in this case. You cannot just add up all these numbers. Having said that, on the other hand side, if these assets are non-core for us, then what is the alternative? Yeah. The alternative is eventually exiting, just as I alluded to before, exiting those assets, which, as I said, is extremely costly. We want to make sure that these assets also have a future.
That is why we also make this cash contribution, a cash contribution that actually goes in the assets, in the future, I mean, of these assets, because there are turnarounds that are coming up, I mean, for those assets. Of course, they need to be executed as well. If we would have kept the assets in our portfolio, we would have invested that money also because of having to do then also the turnaround. It is not that straightforward, is what I would say, in adding up all these numbers. Anything you want to add, Kim?
No, I think that's covered the big pieces. We needed to put the equity into the business to get through the turnarounds and to help them be successful as they launch their independent company.
Agustin, anything you want to add?
No, I think you covered it all.
Okay. Great. Thank you.
Thank you. Our next question comes from the line of Josh Spector with UBS. Please proceed with your question.
Hi, good morning. It's Chris Parellon for Josh. As I think through the separation costs and the transition costs, how long after closing do you have to continue to support the business? I see EUR 100 million-EUR 150 million of other costs, I guess, to stand it up as a standalone. How much of that, how does the timing of that flow through, and how much of that is sticky and needs to be worked through after closing?
Thank you, Chris. Good question. The customary, I mean, there are, of course, as usual, I mean, if you carve out, again, this is not a separate business unit or one legal entity that we have. There is a lot of work that needs to be done in order to carve out these assets. I mean, our teams, of course, have already done quite a lot of work in understanding what it takes. We already have a good view on what goes, I mean, with the assets also from. That is why we talked about the EUR 400 million in terms of fixed costs, in terms of an organization, designated management, people that go with the assets, and so on and so on. Still, of course, there will be customary TSAs. Normally, a TSA is something about six months up to, yeah, six, eight, maybe nine months. Yeah. I would say nothing out of the ordinary in terms of the TSAs. Again, the core principle, I want to underline that again from the LYB point of view, was having a clean exit.
Thank you. Our next question comes from the line of Laurence Alexander with Jefferies. Please proceed with your question.
Good morning. One of the items you mentioned was the advantage of avoiding decarbonization costs. Can you give a sense for the decarbonization costs that you expect for your current European portfolio and how much it's been reduced by doing this transaction?
Thank you, Laurence. Good question on the decarbonization. Let me open and then give to Kim. First thing that I want to outline is one needs to take into perspective that it's always a bit different. Let's say if you look at decarbonization costs and how fast, I mean, you want to decarbonize if you are a public company versus if you are under private ownership. Of course, we as LyondellBasell have made clear commitments that in the principle, of course, under the principle of value creation, that we want to reduce our Scope 1 and Scope 2 emissions by 42% until 2030, and the baseline here was 2020 numbers. Of course, a leading company in the chemical industry like LYB, you want to meet these commitments. As I said, if you do not have those commitments, you maybe follow just what is regulatory, what is enforced. There's a bit of a difference here. If I look at our side, LYB with our commitments, I mean, these would not be, let's say, a three-digit million numbers, I mean, to decarbonize. These are assets that are backward integrated. Handing over to Kim now.
Yes. As you look at the two integrated assets, whether it's Bayeux or it's Münchsmünster, they are slightly different. You've got much more derivatives at the Bayeux complex. I would say, in general, to decarbonize to 42%, you're talking hundreds of millions of dollars. If your aspiration is to get to net zero in the future, the long-term future, you're talking a billion or several billion.
Thank you. Our next question comes from the line of Vincent Andrews with Morgan Stanley. Please proceed with your question.
Hi, this is Tryon Erksohn for Vincent. I want to get a better sense of how much these businesses historically consumed in CapEx. Were there any major CapEx requirements upcoming? If you could also help out, are they generating positive operating cash flow?
Agustin, may I give you that question?
Sure. Tryon, thank you for your question. Yeah, in terms of CapEx, I think what you see, the EUR 110 million that we have quoted is what historically they have made. In terms of upcoming, obviously, you have the turnarounds as we have mentioned at the beginning of the call. Obviously, what is not captured there, and Kim and Peter just alluded to, are the decarbonization expenses that we would have to incur. Of course, they were never considered in the past. In terms also of contribution to the overall business, also Peter mentioned at the beginning, these were assets that had, especially over the past five years, minimum cash contribution to LYB.
Thank you. Our next question comes from the line of Frank Mitsch with Fermium Research. Please proceed with your question.
Hey, good morning. Just a couple of quick questions. Post-closing, what would be the, what do you think the changes to your PP&E and your annual D&A would be? Then any sort of parameters you could provide on the EUR 100 million payout? Is that a minimum level of EBITDA percentages? Any sort of assistance to help us gauge whether or not you'll be receiving that would be very helpful. Thank you.
Hey, Frank. Thanks. Good questions.
Yes. I think let's talk about the earnout first. I think that's the easiest part of the question to answer. It's based on EBITDA and cash flow. It's over the next three years. It will be equally distributed based on those KPIs, approximately the same percentage each year. As a question around PP&E, I don't have those numbers off the top of my head right now, Frank. We'll have to get back to you with those.
Yeah. If you talk about DNA asset, I mean, these are not new assets. Let's say these assets, first of all, I mean, we have, of course, also impaired the assets. The DNA, in fact, I would say, is relatively small. It's more about, okay, if we would keep the assets in the portfolio, like we said before, you would have, I mean, the turnarounds. You would have, I mean, the normal safety and maintenance CapEx. We would have, as a leading public company, to invest in decarbonization and so on and so on.
Just, I mean, the way how we look at it, that's why it started with the Capital Markets Day communication that we made. There was one slide in there in the Capital Markets presentation that shows, I mean, what do we want to do in the different regions across the globe? We said on Europe, the European market for us is going to go into circular, into renewable solutions. In the meantime, I mean, two years later, you have a plastic and plastic waste regulation that is in place. You have the final discussions going on around mass balancing for the so-called SUPD and so on and so on. That's how we are positioning here. On the other hand side, of course, what we have said is, okay, we want to have lowest delivered cost capacities.
Therefore, we are investing in Saudi Arabia. You know that the first thing we did with our NAPEC, the 35% we bought in that polypropylene joint venture and looking, continue to look, I mean, to expand and more than double that capacity. We have not taken a final investment decision on that one. We are still doing the engineering and working together with our partner because this is a cost-driven project. It is not a schedule-driven project. You also saw, I mean, from all the actions that we undertook, that we have an allocation together with our partner, SIPCHEM, discussing to create that joint venture. I just was back, I mean, from the Middle East. I was there last week, also talking to the partner, having a look at the sites in the southern part of Saudi Arabia, talking to the Ministry of Energy.
A long way to go, of course, with such a big project, 2031, something like that for a startup. You see all these wheels that are in motion. I'm very pleased, let's say, with the focus that our teams have had because you can imagine in portfolio management, what we have done in the last two years, I mean, with that focus, with that speed, so many big wheels. We promised we would do that at Capital Markets Day. Here we are. Now, about two years later, with all these major decisions that we have taken and actions that we have implemented. This is another piece of the puzzle in making LyondellBasell a more focused, reliable, also through the cycle, more profitable company, as I alluded to in my prepared remarks.
Thank you. Ladies and gentlemen, we have come to the end of our Q&A session. I'll turn the floor back to Mr. Vanacker for any closing comments.
Great. I mean, thanks everybody for joining. Also, of course, as usual, very thoughtful questions. We look forward, I mean, to sharing updates over the coming months as we continue to make progress on all aspects of our long-term strategy. We continue to be successful in navigating these challenging environments. As we have said, we're not distracted by this challenging environment. We continue to move forward, steadfast, very focused with all the required stamina to transform our company as we have said in the Capital Markets Day. With that, thanks everybody. Stay well and stay safe.
Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.