Hexion Specialty Chemicals, Inc. Announces Receipt of Required Consents in Consent Solicitation For Floating Rate Notes Due 2010 and 9% Notes Due 2014 issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC
COLUMBUS, OHIO (October 24, 2006) – Hexion Specialty Chemicals, Inc. (“Hexion” or the “Company”) announced today that, it had received, as of 5:00 p.m. New York City time, on October 24, 2006, tenders and consents from holders of (i) 100%, of the outstanding principal amount of Second-Priority Senior Secured Floating Rate Notes due 2010 (CUSIP No. 07329WAA6) (the “2005 Floating Rate Notes”); (ii) 100%, of the outstanding principal amount of Second-Priority Senior Secured Floating Rate Notes due 2010 (CUSIP No. 428303AA9) (the “2004 Floating Rate Notes”); and (iii) 100%, of the outstanding principal amount of 9% Second-Priority Senior Secured Notes due 2014 (CUSIP No. 428303AB7) (the “9% Notes” and, collectively with the 2005 Floating Rate Notes and the 2004 Floating Rate Notes, the “Notes”), in connection with the previously announced cash tender offers and consent solicitations for such Notes, issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC.
As a result of the receipt of the requisite consents Hexion intends to enter into supplemental indentures effecting the proposed amendments, substantially as described in the Offer to Purchase and Consent Solicitation Statement dated October 12, 2006 and the related Consent and Letter of Transmittal (the “Offer Documents”), with the trustee under each respective indenture. The proposed amendments which will eliminate most of the restrictive covenants and certain events of default and delete all references to collateral, will become effective when Hexion accepts for purchase the Notes validly tendered pursuant to the terms of the Offer Documents. In addition Hexion intends to terminate the security interests securing obligations under the each of the Notes.
In accordance with the terms of the Offer Documents, tendered Notes may no longer be withdrawn and delivered consents may no longer be revoked, unless the tender offers and the consent solicitations are terminated without any Notes being purchased or the Company is required by law to permit withdrawal or revocation.
The purchase price for tendered Notes is described in the Offer Documents. In addition, the pricing terms for the 9% Notes will be determined as described in the Offer Documents and will be announced on October 25, 2006 (unless Hexion, in its sole discretion, establishes a new price determination date).
Hexion's tender offer is subject to the conditions set forth in the Offer Documents including, among other things, Hexion obtaining the financing necessary to pay for the Notes and consents in accordance with the terms of the tender offers and consent solicitations.
Hexion has retained Credit Suisse Securities (USA) LLC to act as Dealer Manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-7596 (collect). Copies of the Offer Documents and other related documents may be obtained from D.F. King & Co., Inc., the information agent for the tender offers and consent solicitations, at (800) 290-6426 (toll free) or (212) 269-5550 (collect).
The tender offers and consent solicitations are being made solely by means of the Offer Documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Hexion. It also is not a solicitation of consents to the proposed amendments to the indentures and the collateral agreements. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
Forward Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “will” or “intend” and similar expressions. The forward-looking statements contained herein reflect our current views with respect to future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual results could vary materially depending on risks and uncertainties that may affect the Company's operations, markets, services, prices and other factors as discussed in our SEC filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: economic factors such as an interruption in the supply of or increased pricing of raw materials due to natural disasters, competitive factors such as pricing actions by our competitors that could affect our operating margins, and regulatory factors such as changes in governmental regulations involving our products that lead to environmental and legal matters as described in our SEC filings. Additional factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in our Form 10-K for the period ended December 31, 2005 under the caption “Forward-Looking and Cautionary Statements” under Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.
About the Company
Based in Columbus, Ohio, Hexion Specialty Chemicals combines the former Borden Chemical, Bakelite, Resolution Performance Products and Resolution Specialty Materials companies into the global leader in thermoset resins. Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is owned by an affiliate of Apollo Management, L.P. Additional information is available at www.hexion.comContacts
Hexion Specialty Chemicals, Inc.
Director, Investor Relations
John Kompa, +1-614-225-2223 (Investors)
Vice President, Public Affairs
Peter F. Loscocco, +1-614-225-4127 (Media)