UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 19, 2017
HEXION 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)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On January 19, 2017, Hexion Inc. (the “Registrant”) issued a news release announcing its preliminary results for fourth quarter and fiscal year 2016. A copy of the news release is furnished as Exhibit 99.1 to this current report.
Item 7.01 Regulation FD Disclosure
On January 19, 2017, the Registrant issued a news release, pursuant to Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), announcing the intent of its wholly owned subsidiary, Hexion 2 U.S. Finance Corp., to offer $460 million aggregate principal amount of new first-priority senior secured notes due 2022 (the “Notes”) through a private placement. The Registrant intends to use the net proceeds from the offering of the Notes (i) to purchase or redeem a portion of its outstanding 8.875% Senior Secured Notes due 2018, (ii) to pay related fees and expenses and (iii) for general corporate purposes. A copy of such news release is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
The Registrant is furnishing the information in this Current Report on Form8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
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| Exhibit 99.1 | | News Release, dated January 19, 2017, announcing Hexion Inc.’s Preliminary Results |
| |
| Exhibit 99.2 | | News Release, dated January 19, 2017, announcing Hexion Inc.’s Proposed $460 Million Debt Offering |
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 INC. |
| | | |
| Date: January 19, 2017 | | | | By: | | /s/ George F. Knight |
| | | | | | George F. Knight |
| | | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | News Release, dated January 19, 2017, announcing Hexion Inc.’s Preliminary Results |
| |
| 99.2 | | News Release, dated January 19, 2017, announcing Hexion Inc.’s Proposed $460 Million Debt Offering |
