UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2008
Hexion Specialty Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
| | |
| 1-71 | | 13-0511250 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 180 East Broad Street, Columbus, Ohio | | 43215-3799 |
| (Address of Principal Executive Offices) | | (Zip Code) |
614-225-4000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 15, 2008, Hexion Specialty Chemicals, Inc. (“Hexion” or the “Company”) announced the termination of the previously announced cash tender offers and consent solicitations by Nimbus Merger Sub Inc. (“Nimbus”), a wholly owned subsidiary of Hexion, for (A) any and all of the (i) outstanding $200,000,000 principal amount of Second-Priority Senior Secured Floating Rate Notes due 2014 (CUSIP No. 428303AG6) (the “Floating Rate Notes”) and (ii) outstanding $625,000,000 principal amount of 9 3/4% Second-Priority Senior Secured Notes due 2014 (CUSIP No. 428303AH6) (the “9 3/4% Notes” and, together with the Floating Rate Notes, the “Hexion Notes”) in each case issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC, on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated October 8, 2008 and the accompanying Letter of Transmittal and Consent (the “Hexion Offer Documents”); and for (B) any and all of the (i) outstanding $296,010,000 principal amount of 11 5/8% Senior Secured Notes due 2010 (CUSIP No. 44701RAE0) (the “Huntsman 11 5/8% Notes”), (ii) outstanding $198,000,000 principal amount of 11 1/2% Senior Notes due 2012 (CUSIP No. 44701RAG5) (the “Huntsman 11 1/2% Notes”), (iii) outstanding $175,000,000 principal amount of 7 3/8% Senior Subordinated Notes due 2015 (CUSIP No. 44701QAK8) (the “Huntsman 7 3/8% Notes”), (iv) outstanding €135,000,000 principal amount of 7 1/2% Senior Subordinated Notes due 2015 (CUSIP No. 44701QAL6) (the “Huntsman 7 1/2% Notes”), (v) outstanding $347,000,000 principal amount of 7 7/8% Subordinated Notes due 2014 (CUSIP No. 44701QAP7) (the “Huntsman 7 7/8% Notes”) and (vi) outstanding €400,000,000 principal amount of 6 7/8% Subordinated Notes due 2013 (Reg. S ISIN No. XS0274281186, Rule 144A ISIN No. XS0274281855) (the “Huntsman 6 7/8% Notes” and, together with the Huntsman 11 5/8% Notes, Huntsman 11 1/2% Notes, Huntsman 7 3/8% Notes, Huntsman 7 1/2% Notes, and Huntsman 7 7/8% Notes, the “Huntsman Notes” and, together with the Hexion Notes, the “Notes”), in each case issued by Huntsman International LLC, on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement dated October 8, 2008 and the accompanying Letter of Transmittal and Consent.
The tender offers are being terminated as a result of the termination of the proposed merger between Huntsman Corporation and Hexion, the consummation of which had been a condition to the tender offers. None of the Notes were purchased in the tender offers and all Notes previously tendered and not withdrawn will be promptly returned to their respective holders. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | (d) | The exhibits listed below and in the accompanying Exhibit Index are furnished as part of this Current Report on Form 8-K. |
| | |
Exhibit | | Description |
| 99.1 | | News Release dated December 15, 2008 titled, “Hexion Specialty Chemicals, Inc. Announces Termination of Tender Offers for Certain of its Outstanding Notes and Outstanding Notes of Huntsman International LLC.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | HEXION SPECIALTY CHEMICALS, INC. |
| | |
| Date: December 15, 2008 | | By: | | /s/ William H. Carter |
| | | | William H. Carter |
| | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| 99.1 | | News Release dated December 15, 2008 titled, “Hexion Specialty Chemicals, Inc. Announces Termination of Tender Offers for Certain of its Outstanding Notes and Outstanding Notes of Huntsman International LLC.” |
