Davis Polk & Wardwell is serving as lead counsel to Citibank, N.A., as administrative agent of a $1.515 billion asset-backed DIP facility and as sole lender under a related emergency $100 million DIP loan to Lyondell Chemical Company in its Chapter 11 proceeding. In addition, Davis Polk advised Citibank in its role as administrative agent of a $1.6 billion pre-petition asset-backed facility and a $1.15 billion pre-petition receivables securitization facility, each of which has been refinanced in accordance with the terms of the DIP financing. Lyondell Chemical Company has also obtained a $3.25 billion term loan DIP facility and a $3.25 billion rollup of pre-petition senior secured loans. The DIP financing has been approved by the bankruptcy court on an interim basis and is subject to final bankruptcy court approval and various other conditions. If approved on a final basis, the DIP financing would rank among the largest ever approved. Under the terms of the interim approval, Lyondell Chemical Company has full access to the asset-backed lending DIP facility and immediate access to $2.167 billion of the term loan DIP facility.

Lyondell Chemical Company is the US arm of LyondellBasell Industries, the third-largest independent chemical company in the world. LyondellBasell Industries, which is controlled by billionaire investor Len Blavatnik, was formed a year ago when Basell International Holdings bought Houston-based Lyondell Chemical Company for $12.7 billion. Lyondell Chemical Company and 79 of its affiliates filed voluntary petitions for Chapter 11 protection on January 6, 2009, citing a softening in demand for its products as well as volatility in its raw materials costs.

The Davis Polk corporate team includes partners Bradley Y. Smith and Marshall S. Huebner, counsel Timothy Graulich, associates Hugh McCullough, Angela Doolan, John Perry, Kenneth J. Steinberg, Richard J. Egelhof, Darren S. Klein and Tenley L. Laserson (not yet admitted). Partner Benjamin S. Kaminetzky and associate Elliot Moskowitz provided litigation advice. Fatima Santos and Hima Raviprakash are the legal assistants on the deal. All members of the Davis Polk team are based in the New York office.