Hexion U.S. Finance Corp.
180 East Broad Street
Columbus, Ohio 43215
August 7, 2013
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Hexion U.S. Finance Corp.
Momentive Specialty Chemicals Inc.
Momentive Specialty Chemicals Investments Inc.
Borden Chemical Foundry, LLC
HSC Capital Corporation
Lawter International Inc.
Momentive International Inc.
Oilfield Technology Group, Inc.
Momentive CI Holding Company (China) LLC
NL Coop Holdings LLC
Registration Statement on Form S-4 (File Nos. 333-189575)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Momentive Performance Materials Inc., a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries (together with the Company, the “Registrants”) hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statements”) be accelerated to August 9, 2013 at 3:00 p.m. Eastern time or as soon thereafter as may be practicable.
We understand that the staff of the Securities and Exchange Commission (the “Commission”) will consider this request as confirmation by each of the Registrants of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statements. In connection with the foregoing, each of the Registrants represents and acknowledges that:
| • | should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions regarding the foregoing, please contact David S. Huntington (212-373-3124) or Lindita Bresa (212-373-3666) of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Sincerely,
| ||
| Hexion U.S. Finance Corp. | ||
| By: | /s/ William H. Carter | |
| Name: William H. Carter | ||
| Title: Vice President and Chief Financial Officer | ||
| Momentive Specialty Chemicals Inc. | ||
| By: | /s/ William H. Carter | |
| Name: William H. Carter | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Momentive Specialty Chemicals Investments Inc. HSC Capital Corporation Lawter International Inc. Momentive International Inc. Momentive CI Holding Company (China) LLC NL Coop Holdings LLC | ||
| By: | /s/ William H. Carter | |
| Name: William H. Carter | ||
| Title: President | ||
Borden Chemical Foundry, LLC Oilfield Technology Group, Inc. | ||
| By: | /s/ William H. Carter | |
| Name: William H. Carter | ||
| Title: Vice President | ||
cc: David S. Huntington, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
