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):January 25, 2010
Hexion Specialty Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| 1-71 | | New Jersey | | 13-0511250 |
| (Commission File Number) | | (State or Other Jurisdiction of Incorporation) | | (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:
¨ 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))
Section 1—Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment Agreement
On January 25, 2010, Hexion Specialty Chemicals, Inc. (the “Registrant”) entered into an amendment agreement (the “Amendment”) to its second amended and restated credit agreement dated as of November 3, 2006 (the “Credit Agreement”) to, among other things: (i) subject to the requirement to make such offers on a pro rata basis to all lenders, allow the Registrant to agree with individual lenders to extend the maturity of their term loans or revolving commitments, and for the Registrant to pay increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such an extension, (ii) extend the maturity of term loans held by accepting lenders to May 5, 2015 and increase the interest rate with respect to such term loans, (iii) allow for the issuance of $1,000,000,000 aggregate principal amount of senior secured notes due 2018, (iv) allow for one or more future issuances of additional senior notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with the obligations under the senior secured credit facilities, so long as, in each case, among other things, an agreed amount of the net cash proceeds from any such issuance are used to prepay term loans and/or revolving loans under the senior secured credit facilities at par, (v) reset the amount available under incremental credit facilities to $200 million, (vi) allow for one or more future issuances of additional indebtedness, which may include indebtedness secured on a junior basis with the obligations under the senior secured credit facilities or unsecured indebtedness, in an amount not to exceed the amount available under incremental credit facilities, (vii) allow for certain types of receivables financing, and/or (viii) amend certain of the existing covenants therein. The Credit Agreement was filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2006. The first incremental facility amendment and amendment number one to the Credit Agreement was filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on June 20, 2007, and the second incremental facility amendment to the Credit Agreement was filed as Exhibit 10.1 to the Registrant’s Form 8-K dated August 8, 2007.
In addition, lenders under the Registrant’s senior secured credit facilities have agreed to extend the maturity of approximately $943 million aggregate principal amount of their term loans.
Section 2—Financial Information
| Item 2.03 | Creation of a Direct Financial Obligation. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
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.
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| | | | HEXION SPECIALTY CHEMICALS, INC. |
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| Date: January 25, 2010 | | | | By: | | /S/ GEORGE F. KNIGHT |
| | | | | | George F. Knight |
| | | | | | Senior Vice President - Finance and Treasurer |
