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 2, 2014
MOMENTIVE 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.) |
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| 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)
(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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 2, 2014, Hexion U.S. Finance Corp. (“Finance Corp”), a subsidiary of Momentive Specialty Chemicals Inc. (the “Company”), merged with and into the Company, with the Company remaining as surviving entity (the “Merger”). In connection with the Merger, the Company became the successor issuer of the 6.625% First-Priority Senior Secured Notes due 2020, the 8.875% Senior Secured Notes due 2018 and the 9.00% Second-Priority Senior Secured Notes due 2020, in each case, initially issued by Finance Corp and guaranteed by the Company, pursuant to (i) the Third Supplemental Indenture (the “6.625% Supplemental Indenture”) dated as of December 2, 2014 by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee, (ii) the Third Supplemental Indenture (the “8.875% Supplemental Indenture”) dated as of December 2, 2014 by and among the Company, Hexion Nova Scotia Finance ULC (the “Co-Issuer”), the guarantors party thereto and Wilmington Trust, National Association, as trustee, and (iii) the First Supplemental Indenture (the “9.00% Supplemental Indenture”) dated as of December 2, 2014 by and among the Company, the Co-Issuer, the guarantors party thereto and Wilmington Trust Company, as trustee. The foregoing summary is qualified in its entirety by reference to the 6.625% Supplemental Indenture, 8.875% Supplemental Indenture and 9.00% Supplemental Indenture, attached hereto as exhibits 4.1, 4.2 and 4.3, respectively.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
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| Exhibit 4.1 | | Third Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the 6.625% First-Priority Senior Secured Notes due 2020. |
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| Exhibit 4.2 | | Third Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., Hexion Nova Scotia Finance ULC, the guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the 8.875% Senior Secured Notes due 2018. |
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| Exhibit 4.3 | | First Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., Hexion Nova Scotia Finance ULC, the guarantors party thereto and Wilmington Trust Company, as trustee, related to the 9.00% Second-Priority Senior Secured Notes due 2020. |
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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| | | | MOMENTIVE SPECIALTY CHEMICALS INC. |
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| Date: December 5, 2014 | | | | By: | | /s/ William H. Carter |
| | | | | | William H. Carter |
| | | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
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| 4.1 | | Third Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the 6.625% First-Priority Senior Secured Notes due 2020. |
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| 4.2 | | Third Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., Hexion Nova Scotia Finance ULC, the guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the 8.875% Senior Secured Notes due 2018. |
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| 4.3 | | First Supplemental Indenture, dated as of December 2, 2014, by and among Momentive Specialty Chemicals Inc., Hexion Nova Scotia Finance ULC, the guarantors party thereto and Wilmington Trust Company, as trustee, related to the 9.00% Second-Priority Senior Secured Notes due 2020. |
