8-K

 

 

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): March 29, 2019

 

 

HEXION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New Jersey

(State or Other Jurisdiction

of Incorporation)

 

1-71

(Commission

File Number)

   

13-0511250

(I.R.S. Employer

Identification No.)

180 East Broad Street, Columbus, Ohio

(Address of Principal Executive Offices)

   

43215-3799

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

Tripartite Agreement

On March 29, 2019, Hexion Inc. (the “Company”) entered into an agreement of resignation, appointment and acceptance (the “Tripartite Agreement”), effective April 8, 2019, with Wilmington Trust, National Association (the “Resigning Trustee”) and Wilmington Savings Fund Society, FSB (the “Successor Trustee”), with respect to the indenture, dated as of February 8, 2017 (the “1.5L Indenture”), by and among the Company, certain subsidiaries of the Company and the Successor Trustee, which previously succeeded the Resigning Trustee as trustee, governing the Company’s 13.75% Senior Secured Notes due 2022 (the “1.5L Notes”). The Tripartite Agreement provides, among other things, that (1) the Resigning Trustee assigns, transfers, delivers, and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trusts under the 1.5L Indenture and all the rights, powers, and trusts of the Resigning Trustee under the 1.5L Indenture, and the Resigning Trustee resigns as Registrar, Paying Agent and Collateral Agent under the 1.5L Indenture, (2) the Company accepts the resignation of the Resigning Trustee as Registrar, Paying Agent and Collateral Agent under the 1.5L Indenture and appoints the Successor Trustee as Registrar, Paying Agent and Collateral Agent under the 1.5L Indenture, and (3) the Successor Trustee accepts its appointment as Registrar, Paying Agent and Collateral Agent under the 1.5L Indenture.

The foregoing description of the Tripartite Agreement is qualified in its entirety by reference to the full text of the Tripartite Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Restructuring Support Agreement

On April 1, 2019, the Debtors (as defined below) entered into a Restructuring Support Agreement (the “Support Agreement”) with equityholders that beneficially own more than a majority of the Company’s equity (the “Consenting Sponsors”) and creditors holding at least a majority of the aggregate outstanding principal amount of each of the Company’s 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes (each as defined in the Support Agreement) (the “Consenting Creditors” and, together with the Consenting Sponsors, the “Consenting Parties”). The Support Agreement incorporates the economic terms agreed to by the parties reflected in a term sheet attached as Exhibit A to the Support Agreement. The restructuring transactions will be effectuated through a plan of reorganization (the “Plan”) to be proposed by the Debtors.

Pursuant to the Support Agreement, each of the Debtors and the Consenting Parties has made certain customary commitments to each other. The Debtors have agreed to, among other things, use commercially reasonable efforts to make all requisite filings with the Court (as defined below) and continue to involve and update the Consenting Creditors’ representatives in the bankruptcy process; respond to diligence requests from certain of the Consenting Creditors’ representatives; and satisfy certain other covenants. The Consenting Parties have committed to support and vote for the Plan and have agreed to use commercially reasonable efforts to take, or refrain from taking, certain actions in furtherance of such support.

 

1


The Support Agreement contains milestones for the progress of the Chapter 11 Cases (the “Milestones”), which include the dates by which the Debtors are required to, among other things, obtain certain orders of the Court and consummate the Debtors’ emergence from bankruptcy. Among other dates set forth in the Support Agreement, the agreement contemplates that the Court shall have entered the Disclosure Statement Order (as defined therein) no later than 90 days after the Petition Date (as defined therein) and that the Company shall have emerged from bankruptcy no later than 150 days after the Petition Date, both of which are subject to an extension of up to the number of days (not to exceed 35 days) by which the Company’s deadline to file its schedules of assets and liabilities and statements of financial affairs is extended beyond 45 days, in the event the Company receives such an extension from the Court.

Each of the parties to the Support Agreement may terminate the agreement (and thereby their support for the Plan) under certain limited circumstances. Any Debtor may terminate the Support Agreement upon, among other circumstances:

 

   

its board of directors, after consultation with legal counsel, determining in good faith that performance under the Support Agreement would be inconsistent with its fiduciary duties;

 

   

the failure of Consenting Creditors to hold, in the aggregate, at least 66 2/3% of the aggregate principal amount outstanding of each of the (a) 1L Notes, (b) 1.5L Notes, and (c) 2L Notes and the Unsecured Notes, in each case, at any time after April 5, 2019; and

 

   

certain actions by the Court, including dismissing the Chapter 11 Cases or converting the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code.

The Consenting Parties also have specified termination rights, including certain termination rights similar to the Debtors. The Consenting Creditors’ termination rights may be exercised by the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders or the Required Consenting Crossholder Noteholders (each as defined in the Support Agreement). Additionally, such parties may terminate the Support Agreement upon any acceleration or termination of the Credit Facilities (as defined below) or if any of the Milestones have not been achieved, extended, or waived within three business days after such Milestone.

The Support Agreement is subject to approval by the Court, among other conditions. Accordingly, no assurance can be given that the transactions described therein will be consummated.

The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 1.03

Bankruptcy or Receivership.

On April 1, 2019, the Company, Hexion Holdings LLC, Hexion LLC and the Company’s subsidiaries listed on Exhibit 99.1 (collectively, the “Debtors”), which is incorporated by reference herein, filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy

 

2


Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Debtors have requested that the Chapter 11 proceedings be jointly administered under the caption In re Hexion Holdings LLC, No. 19-10684 (the “Chapter 11 Cases”). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

On April 1, 2019, the Company issued a press release announcing the filing of the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The filing of the Bankruptcy Petitions described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under the following debt instruments (the “Debt Instruments”):

 

   

Amended and Restated Asset-Based Revolving Credit Agreement, dated as of December 21, 2016, by and among Hexion LLC, the Company, certain subsidiaries of the Company, the lenders party thereto and the other parties thereto with respect to approximately $297 million of borrowings outstanding, plus accrued and unpaid interest thereon;

 

   

Indenture, dated as of December 15, 1987, by and between the Company and The Bank of New York, as trustee, with respect to an aggregate principal amount of approximately $74 million of 9.20% Debentures due 2021 and approximately $189 million of 7.875% Debentures due 2023, in each case, plus accrued and unpaid interest thereon;

 

   

Indenture, dated as of November 5, 2010, by and among the Company, as successor issuer, Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company, as the Nova Scotia issuer, certain subsidiaries of the Company and Wilmington Trust Company, as trustee, with respect to an aggregate principal amount of approximately $574 million of 9.0% Second-Priority Senior Secured Notes due 2020 plus accrued and unpaid interest thereon;

 

   

Indenture, dated as of March 14, 2012, by and among the Company, as successor issuer, certain subsidiaries of the Company and Wilmington Trust, National Association, as trustee, with respect to an aggregate principal amount of approximately $1,550 million of 6.625% First-Priority Senior Secured Notes due 2020 plus accrued and unpaid interest thereon;

 

   

Indenture, dated as of April 15, 2015, by and among the Company, certain subsidiaries of the Company and Wilmington Trust, National Association, as trustee, with respect to an aggregate principal amount of approximately $315 million of 10.00% First-Priority Senior Secured Notes due 2020 plus accrued and unpaid interest thereon;

 

   

Indenture, dated as of February 8, 2017, by and among the Company, as successor issuer, certain subsidiaries of the Company and Wilmington Trust, National Association, as trustee, with respect to an aggregate principal amount of approximately $560 million of 10.375% First-Priority Senior Secured Notes due 2022 plus accrued and unpaid interest thereon; and

 

3


   

the 1.5L Indenture, with respect to an aggregate principal amount of approximately $225 million of 13.75% Senior Secured Notes due 2022 plus accrued and unpaid interest thereon.

The Debt Instruments provide that as a result of the Bankruptcy Petitions the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Bankruptcy Petitions and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

 

Item 7.01

Regulation FD Disclosure.

Prior to April 1, 2019, the Company engaged in negotiations (the “Negotiations”) with certain of its creditors and other third parties regarding a possible transaction in respect of the Company’s indebtedness. In connection with the Negotiations, the Company provided certain such creditors and third parties certain confidential and proprietary information regarding the Company. The Negotiations have concluded. In connection with the Negotiations, the Company agreed with certain such creditors to provide certain information publicly and is making the disclosures in this Item 7.01 and attached as Exhibit 99.3 to this report in accordance with such agreements.

The information contained in this Item 7.01, including in Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, 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 8.01

Other Events.

In connection with the Bankruptcy Petitions, on April 1, 2019, the Company received commitments from lenders for a $350 million senior secured asset-based revolving term loan facility (the “DIP ABL Facility”) and Hexion International Holdings B.V., a wholly owned Dutch subsidiary of the Company (the “Dutch Borrower”), received commitments from lenders for a $350 million senior secured term loan (the “Dutch Term Loan” and, together with the DIP ABL Facility, the “Credit Facilities”). Subject to approval by the Court, the proceeds of the Dutch Term Loan will be used by the Dutch Borrower to make an intercompany loan to the Company, which the Company will use to repay amounts outstanding under the Existing ABL Agreement and for ordinary course working capital and availability under the DIP ABL Facility will be used to support outstanding letters of credit and working capital. The closing of the Credit Facilities is contingent on the satisfaction of customary conditions, including receipt of an order by the Court approving the borrowings under the Credit Facilities.

 

4


Preliminary Financial Data and Financial Projections

The information in Exhibit 99.3 includes certain unaudited financial data that is preliminary and may change, including information for the fiscal year ended December 31, 2018, and for all periods after 2018. The Company and its auditors have not completed their normal quarterly and annual closing and review procedures for the quarter and year ended December 31, 2018, and there can be no assurance that final results for the Company’s fourth quarter or annual period will not differ from the Company’s estimated results, including as a result of quarter-end and annual closing procedures or review adjustments. The preparation of such preliminary financial data required the Company’s management to make estimates and assumptions that affected such financial data. This preliminary financial data should not be viewed as a substitute for full interim and annual financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and have been reviewed and/or audited by the Company’s auditors. The information in Exhibit 99.3 also includes certain financial projections that were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission (the “SEC”) or the guidelines established by the American Institute of Certified Public Accountants regarding projections. While presented with numerical specificity, the financial projections are approximations based upon a variety of estimates and assumptions subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may vary materially from those presented. The financial projections have not been audited and are not presented in accordance with GAAP. The inclusion of the financial projections should not be regarded as an indication that the Company considers the financial projections to be a reliable prediction of future events, and the financial projections should not be relied upon as such. The Company does not undertake any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. As a result of the foregoing considerations and other limitations, including those described below under “Forward-Looking Statements,” you are cautioned not to place undue reliance on the financial data included in Exhibit 99.3.

Forward Looking Statements

Certain statements in this report are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “may,” “will,” “could,” “should,” “seek” or “intend” and similar expressions. Forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our filings with the SEC. While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Debtors’ ability to obtain the approval of the Court with respect to motions filed in the Chapter 11 Cases and the outcomes of Court rulings and the Chapter 11 Cases in general, the effectiveness of the overall

 

5


restructuring activities pursuant to the Chapter 11 Filings and any additional strategies that the Debtors may employ to address their liquidity and capital resources, the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 Cases, restrictions on the Debtors due to the terms of any debtor-in-possession credit facility that the Debtors may enter into in connection with the Chapter 11 Cases and restrictions imposed by the Court, the timing for resolving and any impact of the network security incident, a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the loss of, or difficulties with the further realization of, cost savings in connection with our strategic initiatives, the impact of our substantial indebtedness, our failure to comply with financial covenants under our credit facilities or other debt, pricing actions by our competitors that could affect our operating margins, changes in governmental regulations and related compliance and litigation costs and the other factors listed in our SEC filings. For a more detailed discussion of these and other risk factors, see the Risk Factors section in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and our other filings made with the SEC. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 4.1

   Agreement of Resignation, Appointment and Acceptance, dated as of March 29, 2019, by and among Hexion Inc., Wilmington Trust, National Association and Wilmington Savings Fund Society, FSB.

Exhibit 10.1

   Restructuring Support Agreement, dated as of April 1, 2019, among the Debtors and the Consenting Parties.

Exhibit 99.1

   List of Filing Subsidiaries.

Exhibit 99.2

   Press Release, dated April 1, 2019.

Exhibit 99.3

   Release of Private Information.

 

6


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: April 1, 2019   By:  

/s/ George F. Knight

    George F. Knight
    Executive Vice President and Chief Financial Officer
EX-4.1

Exhibit 4.1

EXECUTION

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

INDENTURE, DATED AS OF FEBRUARY 8, 2017

relating to the Company’s

13.75% SENIOR SECURED NOTES DUE 2022

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of March 29, 2019 by and among Hexion Inc., a corporation duly organized and existing under the laws of the State of New Jersey and having its principal office at 180 East Broad St., Columbus, OH 43215 (the “Company”), Wilmington Savings Fund Society, FSB (“WSFS”), a federal savings bank organized and existing under the laws of the United States of America and having a corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801 (“Successor Trustee”), and Wilmington Trust, National Association (“Wilmington Trust”), a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402 (“Predecessor Trustee”).

RECITALS:

WHEREAS, there are currently $225,000,000 aggregate principal amount of the Company’s 13.75% Senior Secured Notes due 2022 (the “Notes”) outstanding under an Indenture, dated as of February 8, 2017 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Company, as issuer, each of the guarantors named therein, and Predecessor Trustee, as trustee;

WHEREAS, the Company previously appointed Predecessor Trustee as the trustee (the “Trustee”), registrar (the “Registrar”) and paying agent (the “Paying Agent”) under the Indenture;

WHEREAS, the Company previously appointed Predecessor Trustee as the collateral agent (the “Collateral Agent”) under the Collateral Agreement, dated and effective as of February 8, 2017 (the “Collateral Agreement”), among the Company, as issuer, each subsidiary of the Company identified therein, Predecessor Trustee, as authorized representative under the Indenture, each additional authorized representative from time to time party thereto, and Predecessor Trustee, as Collateral Agent;

WHEREAS, Section 2.04(c) of the Indenture provides that the Registrar and Paying Agent may resign at any time upon written notice to the Company and the Trustee;

WHEREAS, Section 7.08(a) of the Indenture provides that Holders of a majority in principal amount of the Notes may remove the Trustee and appoint a successor Trustee at any time by notifying the Trustee;

WHEREAS, Section 7.08(c) of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall deliver a written acceptance of such appointment to the Company and to its predecessor Trustee, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee shall have all rights, powers, and duties of the predecessor Trustee under the Indenture;


WHEREAS, Section 11.11(g) of the Indenture and Section 7.06(d) of the Collateral Agreement provide that in acting as Collateral Agent, the Collateral Agent may rely upon and enforce each and all of the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 of the Indenture;

WHEREAS, pursuant to the Agreement of Appointment and Acceptance, dated as of March 7, 2019, by and among beneficial owners of over 50% of the outstanding amount of the Notes (the “Appointing Holders”) and WSFS, the Appointing Holders took action to remove Predecessor Trustee as Trustee and appoint Successor Trustee as Trustee under the Indenture;

WHEREAS, pursuant to written notice from the Appointing Holders provided to Predecessor Trustee and the Company on March 7, 2019, Predecessor Trustee’s removal as Trustee and Successor Trustee’s appointment as Trustee became effective upon Successor Trustee’s delivery of a written acceptance of such appointment to the Company and to Predecessor Trustee on March 7, 2019;

WHEREAS, the Company desires to appoint Successor Trustee as Collateral Agent, Registrar and Paying Agent to succeed Predecessor Trustee in such capacities under the Indenture and the Security Documents;

WHEREAS, Predecessor Trustee hereby gives written notice to the Company of its resignation as Collateral Agent, Registrar and Paying Agent under the Indenture and as Collateral Agent under the Security Documents;

WHEREAS, Successor Trustee is willing to accept such appointment as successor Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents; and

WHEREAS, the Company, Predecessor Trustee and Successor Trustee desire to confirm and further evidence Successor Trustee’s appointment as Successor Trustee under the Indenture and the Security Documents.

NOW, THEREFORE, the Company, Predecessor Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

 

1.

PREDECESSOR TRUSTEE

1.1.    Pursuant to Sections 2.04(c), 7.08(a) and 11.11(g) of the Indenture and Section 7.06(d) of the Collateral Agreement, Predecessor Trustee hereby gives notice to the Company and Successor Trustee that Predecessor Trustee is resigning as Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents.

1.2.    Predecessor Trustee hereby represents and warrants to Successor Trustee that:

 

  (a)

Predecessor Trustee duly authorized, executed and delivered the Indenture and each amendment and supplemental indenture, if any, to the Indenture. Assuming each such document was validly and lawfully executed and

 

2


  delivered by the Company and is in full force and effect as to the Company, each such document remains in full force and effect as to Predecessor Trustee.

 

  (b)

No covenant or condition contained in the Indenture of the Collateral Agreement has been waived by Predecessor Trustee or, to the best knowledge of responsible officers of Predecessor Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver.

 

  (c)

To the best knowledge of responsible officers of Predecessor Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Predecessor Trustee before any court or any governmental authority arising out of any act or omission of Predecessor Trustee as Trustee under the Indenture or the Collateral Agreement.

 

  (d)

As of the Effective Date (as defined below) of this Agreement, Predecessor Trustee will hold no moneys or property under the Indenture.

 

  (e)

Pursuant to Section 2.03 of the Indenture, Predecessor Trustee has duly authenticated and delivered $225,000,000 aggregate principal amount of the Notes, $225,000,000 in aggregate principal amount of which are outstanding as of the Effective Date hereof.

 

  (f)

The registers in which Predecessor Trustee has registered and transferred registered Notes accurately reflect the amount of Notes issued and outstanding and the amounts payable thereon.

 

  (g)

Each person who so authenticated the Notes was duly elected, qualified and acting as an officer or authorized signatory of Predecessor Trustee and empowered to authenticate the Notes at the respective times of such authentication and the signature of such person or persons appearing on such Notes is each such person’s genuine signature.

 

  (h)

This Agreement has been duly authorized, executed and delivered on behalf of Predecessor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

1.3.    Predecessor Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Predecessor Trustee in and to the trust under the Indenture and all the rights, powers, and duties of the Trustee, Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Predecessor Trustee with respect to the collateral, if any, pursuant to any and all transaction documents relating to the Indenture, the Security Documents or the Notes. Predecessor Trustee shall execute and deliver all documents and instruments as may be reasonably requested by the Company and Successor Trustee so as to fully and certainly vest and confirm in Successor Trustee all the rights, powers, privileges and duties of Predecessor Trustee under the Indenture and the Security Documents hereby assigned, transferred, delivered and confirmed to Successor Trustee as the Trustee, Collateral Agent, Registrar and Paying Agent.

 

3


1.4.    Predecessor Trustee shall deliver to Successor Trustee, as of or promptly after the Effective Date hereof, all of the documents listed on Exhibit A hereto.

2.    THE COMPANY

2.1    The Company hereby accepts the resignation of Predecessor Trustee as the Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents.

2.2    The Company hereby appoints Successor Trustee as the Collateral Agent, Registrar and Paying Agent under the Indenture and the Collateral Agreement to succeed to, and hereby vests Successor Trustee with, all the rights, powers, and duties of Predecessor Trustee under the Indenture and the Security Documents with like effect as if originally named as the Collateral Agent, Registrar and Paying Agent in the Indenture and the Security Documents.

2.3    The Company hereby represents and warrants to Predecessor Trustee and Successor Trustee that:

 

  (a)

The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of New Jersey.

 

  (b)

The Indenture, and each amendment or supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Company and is in full force and effect and the Notes were validly issued by the Company.

 

  (c)

No covenant or condition contained in the Indenture has been waived by the Company or the guarantors party thereto or, to the best of the Company’s knowledge, by the Holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver.

 

  (d)

There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company or the guarantors party to the Indenture before any court or any governmental authority arising out of any act or omission of the Company or the guarantors under the Indenture or the Collateral Agreement.

 

  (e)

This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent transfer, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity.

 

4


2.4    The Company affirms that all liens and security interests granted to Predecessor Trustee under the Indenture and the Security Documents in the Collateral shall in all respects be continuing and in effect and are hereby reaffirmed by the Company.

2.5    In connection with maintaining the validity, perfection and priority of the liens and security interests afforded the Collateral Agent under the Security Documents, the Company: (a) agrees to execute, acknowledge, deliver and cause to be duly filed (x) all Uniform Commercial Code financing statements and U.S. Patent and Trademark Office filings necessary to evidence and assure, preserve, protect and perfect the Security Interest in favor of WSFS, in its capacity as successor Collateral Agent and (y) such other instruments and documents necessary to evidence and assure, preserve, protect and perfect the Security Interest in favor of WSFS, in its capacity as successor Collateral Agent, as promptly as practicable as may be reasonably requested by Successor Trustee following the Effective Date, and/or (b) authorizes Successor Trustee to file any Uniform Commercial Code financing statements or similar documents, assignments or amendments that Successor Trustee deems reasonably necessary to evidence Successor Trustee’s succession as Collateral Agent under the Security Documents. All such filings shall be at the sole expense of the Company.

2.6    Nothing in this Agreement shall operate as or be deemed a waiver by the Company of any right, power, privilege, claim or argument under or in connection with the Indenture, the Collateral Agreement or applicable law or an admission in connection therewith, and all rights, powers, privileges, claims or arguments of the Company in connection with the Indenture and the Collateral Agreement are expressly reserved in all respects.

 

3.

SUCCESSOR TRUSTEE

3.1    Successor Trustee hereby represents and warrants to Predecessor Trustee and to the Company that:

 

  (a)

Successor Trustee is not disqualified under the provisions of Section 7.10 of the Indenture and is eligible under the provisions of Section 7.10 of the Indenture to act as Trustee under the Indenture.

 

  (b)

This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

3.2    Successor Trustee hereby accepts its appointment as successor Collateral Agent, Registrar and Paying Agent under the Indenture and the Collateral Agreement and accepts the rights, powers, and duties of Predecessor Trustee as the Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents, upon the terms and conditions set forth therein, with like effect as if originally named as the Collateral Agent, Registrar and Paying Agent under the Indenture and the Security Documents.

3.3    References in the Indenture to “corporate trust office” or other similar terms shall be deemed to refer to the designated corporate trust office of Successor Trustee, which is presently located at 500 Delaware Avenue, Wilmington, Delaware 19801.

 

5


3.4    Promptly after the Effective Date of this Agreement, the Company shall cause a notice, substantially in the form of Exhibit B annexed hereto, to be sent to the Holders of the Notes.

 

4.

MISCELLANEOUS

4.1    Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

4.2    This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on April 8, 2019 (the “Effective Date”).

4.3    This Agreement does not constitute a waiver by any of the parties hereto of any obligation or liability which Predecessor Trustee may have incurred in connection with its serving as the Collateral Agent, Paying Agent or Registrar under the Indenture or the Collateral Agreement or an assumption by Successor Trustee of any liability of Predecessor Trustee arising out of a breach by Predecessor Trustee prior to its resignation of its duties under the Indenture and the Collateral Agreement. The parties hereto agree that WSFS, in its individual capacity and in its capacity as Successor Trustee, shall bear no responsibility or liability for (i) any actions taken or omitted to be taken by Wilmington Trust while it served as the Collateral Agent, Paying Agent and Registrar under the Indenture and the Collateral Agreement or (ii) any event, circumstance, condition or action existing prior to the Effective Date, with respect to the Collateral, the Indenture (other than actions of WSFS in its capacity as Successor Trustee that precede the Effective Date), and the Security Documents, or the transactions contemplated thereby. The parties hereto agree that Wilmington Trust, in its individual capacity and in its capacity as Predecessor Trustee, shall bear no responsibility or liability for any actions taken or omitted to be taken by WSFS as Collateral Agent, Paying Agent, and Registrar under the Indenture and the Collateral Agreement or for any event, circumstance, condition or action existing on or after the Effective Date, or such earlier date as WSFS was appointed as Trustee, with respect to the Collateral, the Indenture, and the Security Documents, or the transactions contemplated thereby.

4.4    Notwithstanding the resignation of Predecessor Trustee effected hereby, the Company shall remain obligated under Section 7.07 of the Indenture and Section 7.06 of the Collateral Agreement to compensate, reimburse and indemnify Predecessor Trustee for its prior trusteeship and collateral agency under the Indenture and the Security Documents, and to hold Predecessor Trustee (x) in its capacities as the Trustee, Paying Agent and Registrar, harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the part of Predecessor Trustee, and (y) in its capacity as the Collateral Agent, harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Predecessor Trustee, and arising out of or in connection with the acceptance or administration of the trust evidenced by the Indenture (which obligation shall survive the execution hereof). The Company acknowledges that Predecessor Trustee and its agents and counsel have accrued but unpaid (i) compensation for services rendered by Predecessor Trustee and its agents and counsel and (ii) disbursements, advances and expenses incurred or made by Predecessor Trustee and its agents and counsel, for which the Company remains obligated under Section 7.07 of the

 

6


Indenture and Section 7.06 of the Collateral Agreement. This Agreement does not constitute a waiver or assignment by Predecessor Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indenture or the Collateral Agreement.

4.5    The parties hereto agree to take reasonable action to confirm, evidence and perfect Successor Trustee’s rights in, or with respect to, the collateral, if any, pursuant to the Indenture, the Security Documents and all transaction documents relating thereto.

4.6    This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

4.7    This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission by the parties hereto shall constitute (i) effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes and (ii) compliance by the respective parties hereto with the notice requirements of Section 12.02 of the Indenture and the execution and delivery requirements of Sections 2.04 and 7.08 of the Indenture. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

4.8    The Company acknowledges that, in accordance with Section 326 of the USA Patriot Act, Successor Trustee, in order to help fight the funding of terrorism and prevent money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with Successor Trustee. The Company agrees that it will provide Successor Trustee with such information as it may reasonably request in order for Successor Trustee to satisfy the requirements of the USA Patriot Act.

4.9    This Agreement sets forth the entire agreement of the parties with respect to its subject matter, and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Agreement other than those contained in this Agreement.

4.10    The Company, Predecessor Trustee and Successor Trustee hereby acknowledge receipt of an executed counterpart of this Agreement and the effectiveness thereof.

4.11    Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile and electronic transmission in PDF format) and shall be given to such party, addressed to it, as set forth below:

If to the Company:

Hexion Inc.

180 East Broad St.

Columbus, OH 43215

Attention: Douglas A. Johns

Facsimile: (614) 225-3354

Email: douglas.johns@hexion.com

 

7


If to Predecessor Trustee:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: GCM-Hexion Inc. Administrator

Facsimile: 612-217-5651

Email: jschweiger@wilmingtontrust.com

If to Successor Trustee:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attention: Patrick Healy

Facsimile: 302-421-9137

Email: phealy@wsfsbank.com

[Signature pages to follow]

 

8


IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Appointment and Acceptance to be duly executed, all as of the day and year first above written.

 

Hexion Inc.,

as the Company

By:  

/s/ George F. Knight

Name:   George F. Knight
Title:   Executive VP and CFO

Wilmington Trust, National Association,

as Predecessor Trustee

By:  

/s/ Jane Y. Schweiger

Name:   Jane Y. Schweiger
Title:   Vice President

Wilmington Savings Fund Society, FSB,

as Successor Trustee

By:  

/s/ Haley A. Harris

Name:   Haley A. Harris
Title:   Trust Officer

[Signature Page to Agreement of Resignation, Appointment and Acceptance]


EXHIBIT A

(Documents, to the extent available, to be delivered to Successor Trustee)1

 

1.

Executed copy of the Indenture and each amendment and supplemental indenture thereto.

 

2.

Executed copies of the Security Documents (including, without limitation, any UCC-1 or other financing statements, mortgages and intellectual property security agreements and control agreements in favor of Predecessor Trustee).

 

3.

File of closing documents.

 

4.

Copy of the most recent compliance certificate, if any, delivered pursuant to Section 4.09 of the Indenture.

 

5.

Most recent certified list of Holders, including certificate detail and all “stop transfers” and the reason for such “stop transfers” (or, alternatively, if there are a substantial number of registered Holders, the computer tape reflecting the identity of such Holders), under the Indenture.

 

6.

Copies of any official notices sent by Predecessor Trustee to Holders of the Notes pursuant to the terms of the Indenture during the past twelve months.

 

7.

Copies of any notices, certificates, or other documents sent by any Holder to Predecessor Trustee pursuant to the terms of the Indenture; provided, however, that nothing herein shall require Predecessor Trustee to conduct a search for electronic mail communications or correspondence.

 

8.

All global notes.

 

1 

Other than with respect to Global Notes and physical collateral, if any, all documents and other deliverables may be delivered in electronic format.


EXHIBIT B

[LETTERHEAD OF SUCCESSOR TRUSTEE]

NOTICE TO HOLDERS OF HEXION, INC.

13.75% Senior Secured Notes due 2022 (the “Notes”)

CUSIP Nos. [42829L AE4 and U4321L AC8]1

 

1 

No representation is made as to the correctness of the CUSIP numbers either as printed on the Notes or as contained in this Notice.


NOTICE OF APPOINTMENT AND ACCEPTANCE

We refer to the Indenture, dated as of February 8, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Indenture”), with Hexion Inc., as issuer (the “Issuer”), and Wilmington Savings Fund Society, FSB (“WSFS”), as successor to Wilmington Trust, National Association (“Wilmington Trust”) as trustee (the “Trustee”), pursuant to which the Notes were issued. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.

You are hereby notified that pursuant to Sections 2.04(c) and 7.08 of the Indenture, WSFS has accepted appointment as the Paying Agent, Registrar and Collateral Agent under the Indenture. The address of the corporate trust office of WSFS is:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attn:

Wilmington Trust’s resignation as the Paying Agent, Registrar and Collateral Agent and WSFS’s appointment as successor Paying Agent, Registrar and Collateral Agent became effective as of the opening of business on April [    ], 2019.

Dated: [                ], 2019

 

Very truly yours,

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as successor Trustee, Paying Agent, Registrar and Collateral Agent
By:  

 

Name:  
Title:  
EX-10.1

Exhibit 10.1

EXECUTION VERSION

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “RSA” and, together with the Term Sheet (as defined below), this “Agreement”), dated as of April 1, 2019, is entered into by and among the following parties:

(i) Hexion Holdings LLC (“Hexion”), Hexion LLC, Hexion Inc., Lawter International Inc., Hexion CI Holding Company (China) LLC, Hexion Nimbus Inc., Hexion Nimbus Asset Holdings LLC, Hexion Deer Park LLC, Hexion VAD LLC, Hexion 2 U.S. Finance Corp., Hexion HSM Holdings LLC, Hexion Investments Inc., Hexion International Inc., North American Sugar Industries Incorporated, Cuban-American Mercantile Corporation, The West India Company, NL Coop Holdings LLC, and Hexion Nova Scotia Finance, ULC (each, together with Hexion, a “Company Entity,” and collectively, and together with Hexion, the “Company”);

(ii) the undersigned beneficial holders, or investment managers, advisors, or subadvisors to beneficial holders (together with their respective successors and permitted assigns, the “Consenting Creditors”), of those certain: (a) 6.625% first lien notes due 2020 issued by Hexion Inc. (the “6.625% Notes”); (b) 10.00% first lien notes due 2020 issued by Hexion Inc. (the “10% Notes”); (c) 10.375% first lien notes due 2022 issued by Hexion Inc. (the “10.375% Notes” and, collectively with the 6.625% Notes and 10% Notes, the “1L Notes”); (d) 13.750% 1.5 lien notes due 2022 issued by Hexion Inc. (the “1.5L Notes”), (e) 9.00% second lien notes due 2020 issued by Hexion Inc. (the “2L Notes”), (f) 9.20% Debentures due 2021 and/or 7.875% Debentures due 2023 issued by Borden, Inc. (the “Unsecured Notes”); and

(iii) AIF Hexion Holdings, LP, AP Momentive Holdings, LLC, Apollo Investment Fund VI, L.P., and AIF Hexion Holdings II, L.P., each in its capacity as holder of outstanding common equity of Hexion (collectively the “Consenting Sponsors,” and collectively with the Consenting Creditors, the “Consenting Parties”).

Each of the Company Entities and the Consenting Parties are referred to as the “Parties” and individually as a “Party.”

WHEREAS, the Parties have in good faith and at arm’s length negotiated and agreed to the terms of a “pre-arranged” chapter 11 plan of reorganization as set forth on the term sheet attached hereto as Exhibit A (the “Term Sheet” and, the chapter 11 plan based thereon, together with all exhibits, annexes, and schedules thereto, as each may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with its terms and this Agreement, the “Plan”) intended to be consummated through voluntary reorganization cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the Bankruptcy Code (defined below) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on the terms set forth in this Agreement;

WHEREAS, as of the date hereof, the Consenting Creditors hold, in the aggregate, more than 50.1 percent of the aggregate outstanding principal amount of each of the 1L Notes, 1.5L Notes, 2L Notes, and Unsecured Notes;


WHEREAS, as of the date hereof, the Consenting Sponsors hold, in the aggregate, approximately 90 percent of the outstanding common equity of Hexion; and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Certain Definitions.

Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Term Sheet. As used in this Agreement, the following terms have the following meanings:

a. “1.5 Lien Ad Hoc Group” means the ad hoc group of holders of 1.5L Notes represented by Jones Day (“Jones Day”) and Perella Weinberg Partners.

b. “1.5 Lien Noteholders” means those beneficial holders, or investment managers, advisors, or subadvisors to beneficial holders of 1.5L Notes.

c. “Ad Hoc Groups” means the First Lien Ad Hoc Group, the 1.5 Lien Ad Hoc Group and the Crossholder Ad Hoc Group.

d. “Agreement Effective Date” means the date on which counterpart signature pages to this Agreement shall have been executed and delivered by (i) each Company Entity, (ii) Consenting Creditors holding at least 50.1% in aggregate principal amount outstanding of the 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes, and (iii) the Consenting Sponsors.

e. “Alternative Transaction” means any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), restructuring or similar transaction of or by any of the Company Entities, other than the transactions contemplated by and in accordance with this Agreement.

f. “Bankruptcy Code” means title 11 of the United States Code.

g. “Claim” has the meaning ascribed to such term under section 101(5) of the Bankruptcy Code.

h. “Consenting 1.5L Noteholders” means certain holders, permitted successors, and assigns of the 1.5L Notes (constituting at least two thirds in amount of the outstanding 1.5L Notes) listed on the signature pages attached to this Agreement that, in each case, are members of the First Lien Ad Hoc Group or the 1.5 Lien Ad Hoc Group.

 

2


i. “Consenting Crossholder Noteholders” means certain holders, permitted successors, and assigns of the 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes listed on the signatures pages attached to this Agreement that, in each case, are members of the Crossholder Ad Hoc Group.

j. “Consenting First Lien Noteholders” means certain holders, permitted successors, and assigns of the 1L Notes (constituting at least two thirds in amount of the outstanding 1L Notes) listed on the signature pages attached to this Agreement that, in each case, are members of the First Lien Ad Hoc Group or the 1.5 Lien Ad Hoc Group.

k. “Crossholder Ad Hoc Group” means the ad hoc group of holders of the 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes represented by Milbank LLP and Houlihan Lokey Capital, Inc.

l. “Effective Date” means the date on which the Plan becomes effective in accordance with its terms.

m. “Exit Facilities” means, collectively, the Exit Facility and the Exit ABL Facility.

n. “First Lien Ad Hoc Group” means the ad hoc group of holders of 1L Notes represented by Akin Gump Strauss Hauer & Feld LLP and Evercore LLC.

o. “First Lien Noteholders” means those beneficial holders, or investment managers, advisors, or subadvisors to beneficial holders of 1L Notes.

p. “Interest” means an equity interest.

q. “Joinder Agreement” means the form of joinder agreement attached hereto as Exhibit B.

r. “Person” means an individual, firm, corporation (including any non-profit corporation), partnership, limited partnership, limited liability company, joint venture, association, trust, governmental entity, or other entity or organization.

s. “Representatives” means, with respect to any Person, such Person’s affiliates and its and their directors, officers, members, partners, managers, employees, agents, investment bankers, attorneys, accountants, advisors, and other representatives.

t. “Required Consenting 1.5L Noteholders” means those Consenting 1.5 Lien Noteholders holding at least a majority in principal amount of the 1.5L Notes held by 1.5 Lien Noteholders party to this Agreement that are members of the 1.5 Lien Ad Hoc Group.

u. “Required Consenting Crossholder Noteholders” means those Consenting Crossholder Noteholders holding at least 60% in aggregate principal amount of the 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes held by members of the Crossholder Ad Hoc Group that are Parties to this Agreement.

 

3


v. “Required Consenting First Lien Noteholders” means Consenting First Lien Noteholders that are members of the First Lien Ad Hoc Group holding at least a majority in principal amount of the 1L Notes held by the First Lien Noteholders party to this Agreement that are members of the First Lien Ad Hoc Group.

w. “Required Consenting Parties” means the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, the Required Consenting Crossholder Noteholders, the Consenting Sponsors and the Company.

x. “Support Period” means, with respect to any Party, the period commencing on the Agreement Effective Date and ending on the earlier of (i) the date on which this Agreement is terminated by or with respect to such Party in accordance with Section 7 hereof and (ii) the Effective Date.

The following terms are defined in the sections of this Agreement indicated in the table below:

 

Defined Term    Section
Agreement    Preamble
Bankruptcy Court    Recitals
beneficial ownership    4(b)
Chapter 11 Cases    Recitals
Company    Preamble

Company Entity

   Preamble
Company Termination Event    7(b)
Confidentiality Agreement    3(b)(iii)
Confirmation Order    2
Consenting Creditors    Preamble
Consenting Creditor Termination Event    7(a)
Consenting Parties    Preamble
Consenting Sponsors    Preamble
Consenting Sponsor Termination Event    7(c)
Definitive Documents    2
DIP Credit Agreement    2
DIP Motion    2
Disclosure Statement Motion    2
Disclosure Statement Order    2
Exit Facilities Documents    2
Final DIP Order    2
Hexion    Preamble
Interim DIP Order    2
Mutual Termination Event    7(d)
Party(ies)    Preamble
Permitted Transfer    4(b)
Permitted Transferee    4(b)
Plan    Recitals

 

4


Defined Term    Section
Plan Supplement    2
Qualified Marketmaker    4(b)
Repo Agreement    9(b)
Repo Securities    9(b)
Term Sheet    Recitals
Termination Events    7(f)
Transfer    4(b)

2. Definitive Documents.

The definitive documents (the “Definitive Documents”) with respect to the Restructuring shall include all documents (including1 any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by this Agreement and that are otherwise necessary or desirable to implement, or otherwise relate to the Restructuring, including (as applicable): (a) the Plan; (b) the related disclosure statement (such disclosure statement, together with any exhibits, schedules, attachments or appendices thereto, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms herein and therein, the “Disclosure Statement”); (c) any other documents and/or agreements relating to the Plan and/or the Disclosure Statement, including a motion seeking approval of the Disclosure Statement, the procedures for the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (the “Solicitation”) and the forms of ballots and notices and related relief (such motion, together with all exhibits, appendices, supplements, and related documents, the “Disclosure Statement Motion”), (d) the documents to be filed in the supplement to the Plan (collectively, the “Plan Supplement”); (e) the order approving the Disclosure Statement (the “Disclosure Statement Order”); (f) the order confirming the Plan (the “Confirmation Order”); (g) the motion seeking approval of the Company’s incurrence of postpetition debt financing (the “DIP Motion”) and the credit agreement with respect thereto (the “DIP Credit Agreement”); (h) the interim and final orders granting the DIP Motion (the “Interim DIP Order” and “Final DIP Order”, respectively, and collectively, the “DIP Orders”); (i) a motion seeking the assumption of this Agreement pursuant to section 365 of the Bankruptcy Code authorizing, among other things, the payment of certain fees, expenses and other amounts hereunder, and granting related relief (the “RSA Assumption Motion”), and an order approving the RSA Assumption Motion (the “RSA Order”); (j) the Plan Supplement documentation with respect to a management incentive plan of the Company (the “MIP”) and any documentation with respect to any key employee retention plan, key employee incentive plan or other similar plan or program; (k) the agreement with respect to the Exit Facilities, and any agreements, commitment letters, documents, or instruments related thereto (the “Exit Facilities Documents”); (l) the Equity Backstop Commitment Agreement, the BCA Approval Order, the documentation memorializing the Debt Backstop Commitments (the “Debt Backstop Documents”), and any order approving the Debt Backstop Documents (the “Debt Backstop Order”); (m) any organizational documents, operating agreements, management services agreements, shareholder and member-related agreements, registration rights agreements or other governance documents for the reorganized Company Entities (collectively, the

 

1 

For the avoidance of doubt, the terms “includes” and “including” as used herein shall not be construed to be limiting.

 

5


Governance Documents”); and (m) such other documents, pleadings, agreements, or supplements as may be reasonably necessary or advisable to implement the Restructuring. Each Definitive Document shall be consistent with this Agreement and otherwise reasonably acceptable to the Company, the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, provided, however, that notwithstanding the foregoing, the Governance Documents shall be acceptable only to the Company and the Board Committee; provided further that the Governance Documents shall contain customary minority protections reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders and there shall be a single class of stock, and, as to any inconsistencies between the Definitive Documents and this Agreement, (1) the economic treatment provided under the Definitive Documents (including, without limitation, any term or condition affecting or relating to any economic rights or obligations of any Consenting Creditors in connection with the Restructuring) shall be acceptable to the Company, on the one hand, and the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, the Required Consenting Crossholder Noteholders and/or the Consenting Sponsors (solely as to the respective treatment provided to each of the foregoing), as applicable; and (2) any release, exculpation and injunction provisions under the Plan shall be acceptable to the Required Consenting Parties. In addition to the foregoing, any Definitive Document (and any amendments, modifications, supplements or waivers to such Definitive Document) that (X) affects the release, exculpation, injunction, indemnification or insurance provisions related to the Consenting Sponsors, (Y) adversely affects the rights or obligations of the Consenting Sponsors pursuant to or identified in this Agreement and to be implemented pursuant to the Plan, or (Z) relate to the Settlement Note, in each case shall be reasonably acceptable to the Consenting Sponsors.

3. Milestones.

During the Support Period, the Company shall use commercially reasonable efforts to implement the Restructuring in accordance with the following milestones (the “Milestones”), as applicable, unless extended or waived in writing (with email from counsel being sufficient) by the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders:2

a. no later than 11:59 p.m. (prevailing Eastern Time) on April 1, 2019, the Company Entities shall have commenced the Chapter 11 Cases in the Bankruptcy Court (the “Petition Date”);

b. as soon as reasonably practicable, but in no event later than the date that is three (3) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;

 

 

2 

The date of each Milestone provided for in this Section 3 shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure.

 

6


c. as soon as reasonably practicable, but in no event later than the date that is forty-five (45) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order;

d. as soon as reasonably practicable, but in no event later than the date that is sixty (60) calendar days after the Petition Date, the Bankruptcy Court shall have entered the RSA Order, the BCA Approval Order and the Debt Backstop Order;

e. as soon as reasonably practicable, but in no event later than the date that is ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order;

f. as soon as reasonably practicable, but in no event later than the date that is one hundred and twenty-five (125) calendar days after the Petition Date, the hearing to consider confirmation of the Plan shall have begun; and

g. as soon as reasonably practicable, but in no event later than the date that is one hundred and fifty (150) calendar days after the Petition Date, the Effective Date shall occur;

provided that, the Milestones set forth in Sections (3)(e), (3)(f) and (3)(g) shall be extended by the number of days (not to exceed thirty-five (35) days for purposes of this clause) by which the deadline to file schedules of assets and liabilities and statements of financial affairs is extended beyond forty-five (45) calendar days, in the event the Company receives such an extension.

4. Agreements of the Consenting Parties.

a. Restructuring Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Party agrees, severally and not jointly, that it shall use commercially reasonable efforts to:

(i) negotiate in good faith, execute, perform its obligations under, and consummate the transactions contemplated by, the Definitive Documents to which it is (or will be) a party, at such times as are contemplated herein;

(ii) support the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents and take all reasonable actions necessary or reasonably requested by the Company to effectuate the Plan and the transactions contemplated by this Agreement, the Term Sheet and the Definitive Documents, in a manner consistent with this Agreement, including the timelines set forth herein;

(iii) not, directly or indirectly, seek, solicit, support, encourage, propose, assist, consent to, vote for, or enter or participate in any discussions or any agreement with any non-Party regarding, any Alternative Transaction;

 

7


(iv) support and take all reasonable actions reasonably requested by the Company to facilitate entry of the DIP Orders (including adequate protection terms contained therein), the Disclosure Statement Order, and the Confirmation Order, including consenting to the Company’s use of cash collateral, incurrence of obligations and granting of liens as set forth in the DIP Orders (which consent is deemed to have been given by such Consenting Party’s signature to this Agreement);

(v) not, directly or indirectly, or encourage any other Person to, directly or indirectly, (A) object to, delay, postpone, challenge, oppose, impede, or take any other action or any inaction to interfere with or delay the acceptance, implementation, or consummation of the Plan on the terms set forth in this Agreement, the Term Sheet and any applicable Definitive Document, including, without limitation, commencing or joining with any Person in commencing any litigation or involuntary case for relief under the Bankruptcy Code against any Company Entity or any subsidiary thereof; (B) solicit, negotiate, propose, file, support, enter into, consummate, file with the Bankruptcy Court, vote for, or otherwise knowingly take any other action in furtherance of any restructuring, workout, plan of arrangement, or plan of reorganization for the Company that is inconsistent with this Agreement; (C) exercise any right or remedy for the enforcement, collection, or recovery of any claim against the Company or any direct or indirect subsidiaries of the Company that do not file for chapter 11 relief under the Bankruptcy Code, except in a manner consistent with this Agreement; or (D) object to or oppose, or support any other Person’s efforts to object to or oppose, any motions filed by the Company that are consistent with this Agreement;

(vi) subject to the receipt of the Disclosure Statement and related materials, it shall (A) timely vote or cause to be voted any Claims it holds to accept the Plan (to the extent permitted to vote) by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code, provided, that, with respect to any Repo Securities (as defined below), the Consenting Party agrees to use its commercially reasonable efforts to cause such Repo Securities to be voted in accordance with the terms of this Section 4(a)(vi); (B) not change or withdraw such vote or the elections described below (or cause or direct such vote or elections to be changed or withdrawn) during the Support Period; provided, however, that nothing in this Agreement shall prevent any Party from changing, withholding, amending, or revoking (or causing the same) its timely election or vote with respect to the Plan if this Agreement has been duly-terminated with respect to such Party; and (C) to the extent it is permitted to elect whether to opt into or opt out of the releases set forth in the Plan, elect to opt into or not elect to opt out of the releases, as applicable, set forth in the Plan by timely delivering its duly executed and completed ballot or ballots indicating such election;

(vii) support and take all commercially reasonable actions reasonably requested by the Company to facilitate the implementation and, if applicable, approval of the Disclosure Statement and confirmation and consummation of the Plan;

(viii) not direct any administrative agent, collateral agent or indenture trustee (as applicable) to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement, and, if any applicable administrative agent, collateral agent or indenture trustee (as applicable) takes any action inconsistent with such Consenting Creditor’s obligations under this Agreement, such Consenting Creditor shall use its commercially reasonable efforts (which shall exclude the provision of any indemnity) to direct such administrative agent, collateral agent or indenture trustee (as applicable) to cease and refrain from taking any such action; and

 

8


(ix) to the extent any legal or structural impediment arises that would prevent, hinder or delay the consummation of the Plan, negotiate with the Consenting Parties in good faith appropriate additional or alternative provisions to address any such impediment; provided that the economic outcome for the Consenting Creditors and other materials terms of this Agreement must be substantially preserved in such alternate provisions.

Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Consenting Party from (1) appearing as a party-in-interest in any matter arising in the Chapter 11 Cases or (2) enforcing any right, remedy, condition, consent, or approval requirement under this Agreement or any Definitive Documents, provided that, in each case, any such action is not inconsistent with such Consenting Party’s obligations hereunder.

The Parties agree that this Agreement does not constitute a commitment to, nor shall it obligate any of the Parties to, provide any new financing or credit support except as contemplated by the Term Sheet.

b. Transfers. During the Support Period, each Consenting Party agrees, solely with respect to itself, that it shall not sell, pledge, assign, transfer, permit the participation in, or otherwise dispose of (each, a “Transfer,” provided, however, that any pledge, lien, security interest, or other encumbrance in favor of a bank or broker dealer at which a Consenting Party maintains an account, where such bank or broker dealer holds a security interest in or other encumbrances over property in the account generally shall not be deemed a “Transfer” for any purposes hereunder) any ownership (including any beneficial ownership)3 in its Claims against or Interests in any Company Entity, or any option thereon or any right or interest therein (including by granting any proxies or depositing any interests in such Claims or Interests into a voting trust or by entering into a voting agreement with respect to such Claims or Interests), unless the intended transferee (1) is another Consenting Party, (2) as of the date of such Transfer, the Consenting Party controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor or (3) executes and delivers to counsel to the Company an executed Joinder Agreement before such Transfer is effective (it being understood that any Transfer shall not be effective as against the Company until notification of such Transfer and a copy of the executed Joinder Agreement (if applicable) is received by counsel to the Company, in each case, on the terms set forth herein) (such transfer, a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”). Upon satisfaction of the foregoing requirements in this Section 4(b), (i) the Permitted Transferee shall be deemed to be a Consenting Party hereunder and shall be deemed to be a Consenting Creditor or Consenting Sponsor, or both, as applicable, and, for the avoidance of doubt, a Permitted Transferee is bound as a Consenting Party under this Agreement with respect to any and all Claims against, or Interests in, any of the Company Entities, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee and is deemed to make

 

 

3 

As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the applicable Claims or Interests or the right to acquire such Claims or Interests.

 

9


all of the representations and warranties of a Consenting Party set forth in this Agreement and be entitled to the applicable rights of a Consenting Party hereunder, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations.

(i) This Agreement shall in no way be construed to preclude the Consenting Parties from acquiring additional Claims against or Interests in any Company Entity; provided, that (A) if any Consenting Party acquires additional Claims against or Interests in any Company Entity during the Support Period, such Consenting Party shall report its updated holdings to the legal advisors to the Ad Hoc Groups (on a professional eyes only basis) and the Company within five (5) business days of such acquisition, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the Federal Rules of Bankruptcy Procedures, including revised holdings information for such Consenting Party, and (B) any acquired Claims or Interests shall automatically and immediately upon acquisition by a Consenting Party be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given); provided further that the acquisition of additional Claims by a Consenting Creditor shall in no way affect or dilute (A) the recoveries of other Consenting Creditors contemplated under the Plan or (B) any rights and/or premiums contemplated by this Agreement or the Term Sheet.

(ii) This Section 4(b) shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Party to Transfer any Claims or Interests. Notwithstanding anything to the contrary herein, to the extent the Company and another Party have entered into a separate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information (each such executed agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms.

(iii) Any Transfer made in violation of this Section 4(b) shall be void ab initio.

c. Marketmaking.

(i) Notwithstanding anything to the contrary herein, a Consenting Party may Transfer any ownership in its Claims against or Interests in any Company Entity, or any option thereon or any right or interest therein, to a Qualified Marketmaker (as defined below) that acquires Claims against or Interests in any Company Entity with the purpose and intent of acting as a Qualified Marketmaker for such Claims or Interests, and such Qualified Marketmaker shall not be required to execute and deliver to counsel to any Party a Joinder Agreement in respect of such Claims or Interests if (A) such Qualified Marketmaker subsequently Transfers such Claims or Interests within ten (10) business days of its acquisition to an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of such Qualified Marketmaker, (B) the transferee otherwise is a Permitted Transferee (including any requirement hereunder that such transferee execute a Joinder Agreement), and (C) the Transfer otherwise is a Permitted Transfer. To the extent that a Consenting Party is acting in its capacity as a

 

10


Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims against or Interests in any Company Entity that such Consenting Party acquires in its capacity as a Qualified Marketmaker from a holder of such Claims or Interests who is not a Consenting Party without regard to the requirements set forth in Section 4(b) hereof. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company Entities (or enter with customers into long and short positions in claims against the Company Entities), in its capacity as a dealer or market maker in claims against the Company and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

(ii) The Company understands that the Consenting Creditors are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Company acknowledges and agrees that, to the extent a Consenting Creditor expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Consenting Creditor that principally manage and/or supervise the Consenting Creditor’s investment in the Company, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting Creditor or such Consenting Creditor’s investment in the Company; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that executes this Agreement.

(iii) Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Consenting Creditor that is a Qualified Marketmaker before the occurrence of conditions giving rise to the effective date for the obligations and the support hereunder, such Consenting Creditor shall be a Consenting Creditor hereunder solely with respect to the Claims listed on such signature pages and shall not be required to comply with this Agreement for any other Claims it may hold from time to time in its role as a Qualified Marketmaker.

d. Ad Hoc Group Composition. On or before the 1st day of each month of the Support Period, counsel to each Ad Hoc Group shall provide counsel to the Company, on a professionals’ eyes only basis, with a list of each member of such counsel’s respective ad hoc group and such member’s holdings of 1L Notes, 1.5L Notes, 2L Notes, and Unsecured Notes.

e. Tax Matters. During the Support Period, the Consenting Sponsors will not Transfer any equity of Hexion Holdings LLC if it would be reasonably expected to result in an “ownership change” of Hexion Holdings LLC for purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

 

11


5. Additional Provisions Regarding Consenting Party Commitments.

Notwithstanding anything to the contrary herein, nothing in this Agreement shall:

a. affect the ability of any Consenting Party to consult with any other Consenting Party, the Company Entities, or any other party in interest in the Chapter 11 Cases (including any official committee or the United States Trustee);

b. impair or waive the rights of any Consenting Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring;

c. prevent any Consenting Party from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such documents; or

d. prevent any Consenting Party from taking any customary perfection step or other action as is necessary to preserve or defend the validity or existence of its Company Claims and Interests (including, without limitation, the filing of proofs of claim).

6. Agreements of the Company.

a. Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, Section 10), and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation:

(i) implement the Restructuring in accordance with the terms and conditions set forth herein;

(ii) implement and consummate the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement;

(iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;

(iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan, and (C) not, nor encourage any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the acceptance or implementation of the Plan;

 

12


(v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized;

(vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups;

(vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring contemplated herein, support and take all steps reasonably necessary and desirable to address any such impediment;

(viii) prepare or cause to be prepared the Definitive Documents (including, without limitation, all relevant motions, applications, orders, agreements and other documents), each of which, for the avoidance of doubt, shall contain terms and conditions consistent with this Agreement, and use good faith efforts to provide draft copies of all Definitive Documents at least two (2) business days prior to the date when the Company intends to file or execute such document and shall consult in good faith with such parties regarding the form and substance of such Definitive Document or any such proposed filing with the Bankruptcy Court. The Company will provide draft copies of all other material pleadings the Company intends to file with the Bankruptcy Court to counsel to the Ad Hoc Groups, no later than two (2) business days prior to filing such pleading to the extent reasonably practicable and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading;

(ix) file such “first day” motions and pleadings determined by the Company to be necessary, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, and to seek interim and final (to the extent necessary) orders, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, from the Bankruptcy Court approving the relief requested in such “first day” motions;

(x) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases;

(xi) not seek or solicit any Alternative Transaction;

 

13


(xii) support and complete the Restructuring and all other actions contemplated in connection therewith and under the Definitive Documents, including support and take all actions as are reasonably necessary and appropriate to obtain any and all required regulatory and/or third-party approvals to consummate the Restructuring;

(xiii) timely file a formal objection, in form and substance reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan reorganization, as applicable; and

(xiv) (A) operate the business of the Company and its direct and indirect subsidiaries in the ordinary course in a manner that is consistent with this Agreement, past practices, and to preserve intact the Company’s business organization and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, (B) subject to applicable non-disclosure agreements and the terms thereof, keep advisors to the Ad Hoc Groups reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and (C) promptly notify advisors to the Ad Hoc Groups of any material governmental or third party complaints, litigations, investigations or hearings; and

(xv) provide prompt written notice to counsel to the Ad Hoc Groups between the date hereof and the Effective Date of (A) the occurrence of a Termination Event; (B) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Restructuring; or (C) if any Person has challenged the validity or priority of, or has sought to avoid, any lien securing the 1L Notes, the 1.5L Notes or the 2L Notes pursuant to a pleading filed with the Bankruptcy Court.

b. Negative Covenants. The Company agrees that, for the duration of the Support Period, the Company shall not take any action materially inconsistent with, or omit to take any action required by, this Agreement, the Plan (if applicable), or any of the other Definitive Documents.

7. Termination of Agreement.

a. Consenting Creditor Termination Events. This Agreement may be terminated by the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, or the Required Consenting Crossholder Noteholders, by the delivery to the Company and the other Consenting Parties of a written notice in accordance with Section 22 hereof, solely as to the Consenting Creditors delivering such notice, upon the occurrence and continuation of any of the following events (each, a “Consenting Creditor Termination Event”):

(i) the breach by any Company Entity or any Consenting Party of (A) any affirmative or negative covenant contained in this Agreement or (B) any other obligations of such breaching Party set forth in this Agreement, in each case, in any material respect and which breach remains uncured (to the extent curable) for a period of ten (10) business days following the Company’s or the Consenting Party’s (as applicable) receipt of notice pursuant to Section 22 hereof.

 

14


(ii) any representation or warranty in this Agreement made by any Company Entity or any Consenting Party shall have been untrue in any material respect when made or shall have become untrue in any material respect, and such breach remains uncured (to the extent curable) for a period of ten (10) business days following the Company’s or the Consenting Party’s (as applicable) receipt of notice pursuant to Section 22 hereof;

(iii) any Company Entity or any Consenting Party files any motion, pleading, or related document with the Bankruptcy Court that is materially inconsistent with this Agreement, the Term Sheet, or the Definitive Documents, and such motion, pleading, or related document has not been withdrawn ten (10) business days of the Company or such Consenting Party receiving written notice in accordance with Section 22 that such motion, pleading, or related document is materially inconsistent with this Agreement;

(iv) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of any material portion of the Restructuring or rendering illegal the Plan or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of or with the acquiescence of any Company Entity or any Consenting Party, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance;

(v) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement;

(vi) any Company Entity or any Consenting Party files or supports (or fails to timely object to) another party in filing (A) a motion or pleading challenging the amount, validity, or priority of any Claims held by any Consenting Creditor against the Company (or any liens securing such Claims), (B) any plan of reorganization, liquidation, or sale of all or substantially all of the Company’s assets other than the Plan, or (C) a motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Creditors, which event remains uncured for a period of ten (10) business days following the Company’s or Consenting Party’s (as applicable) receipt of notice pursuant to Section 22 hereof;

(vii) the Bankruptcy Court enters an order providing relief against any Consenting Creditor with respect to any of the causes of action or proceedings specified in Section 7(a)(vi)(A) or (C);

 

15


(viii) (A) any Definitive Document filed by the Company or any Consenting Party, or any related order entered by the Bankruptcy Court, in the Chapter 11 Cases, is inconsistent with the terms and conditions set forth in this Agreement or is otherwise not in accordance with this Agreement, or (B) any of the terms or conditions of any of the Definitive Documents is waived, amended, supplemented, or otherwise modified in any material respect without the prior written consent of the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders (or such parties as may be required by the terms of such Definitive Document, if then effective), in each case, which remains uncured for ten (10) Business Days after the receipt by the Company of written notice delivered in accordance herewith;

(ix) any of the Milestones have not been achieved, extended, or waived within three (3) business days after such Milestone;

(x) any termination or acceleration of the DIP Facility;

(xi) any termination event in favor of the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, or the Required Consenting Crossholder Noteholders, or event of default by the Company under the RSA Order, the Equity Backstop Commitment Agreement, the BCA Approval Order, the Debt Backstop Documents, or the Debt Backstop Order, as applicable, that has not been waived or cured (to the extent curable) prior to the expiration of any applicable grace periods thereunder;

(xii) if any Company Entity (A) withdraws the Plan, (B) publicly announces its intention not to support the Plan, (C) files a motion with the Bankruptcy Court seeking the approval of an Alternative Transaction, or (D) agrees to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document executed by a Company Entity) or publicly announces its intent to pursue an Alternative Transaction;

(xiii) the Company files or announces that it will file any motion or application seeking authority to sell any material assets without the prior written consent of the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders;

(xiv) the Company terminates any of its obligations under and in accordance with Sections 7(b) or (d), as applicable, of this Agreement;

(xv) the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders or the Required Consenting Crossholder Noteholders terminate any of their respective obligations under and in accordance with this Section 7(a) or (d), as applicable;

(xvi) the Bankruptcy Court enters an order, or the Company files a motion seeking an order (without the prior written consent of the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders), (i) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases, (iii) denying the entry of the RSA Order, the BCA Approval Order, or the Debt Backstop Order, or (iv) making a finding of fraud, dishonesty or misconduct by any executive, officer or director of the Company, regarding or relating to the Company;

 

16


(xvii) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or any other court of competent jurisdiction, of any ruling or order enjoining the consummation of the Plan; provided, however, that the Company shall have five (5) business days after the issuance of such ruling or order to obtain relief that would allow consummation of the Plan in a manner that (A) does not prevent or diminish in a material way compliance with the terms of this Agreement, and (B) is reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders;

(xviii) without the prior consent of the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, and the Required Consenting Crossholder Noteholders, the Company or any of the Company’s foreign subsidiaries or affiliates (A) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect except as provided in this Agreement, (B) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (C) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (D) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official, (E) makes a general assignment or arrangement for the benefit of creditors or (F) takes any corporate action for the purpose of authorizing any of the foregoing;

(xix) the Bankruptcy Court enters an order terminating any Company Entity’s exclusive right to file and/or solicit acceptances of a plan of reorganization (including the Plan);

(xx) the Company exercises its fiduciary out in accordance with Section 7(b) hereof;

(xxi) the Bankruptcy Court enters an order denying confirmation of the Plan;

(xxii) an order confirming the Plan is reversed or vacated;

(xxiii) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable;

(xxiv) an order is entered by the Bankruptcy Court granting relief from the automatic stay to the holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure on the same) on any of the Company’s assets (other than in respect of insurance proceeds or with respect to assets having a fair market value of less than $15,000,000 in the aggregate); or

 

17


(xxv) the failure of the Consenting Creditors to hold, in the aggregate, at least: (A) 66 2/3% of the aggregate principal amount outstanding of the 1L Notes; (B) 66 2/3% of the aggregate principal amount outstanding of the 1.5L Notes; and (C) 66 2/3% of the aggregate principal amount outstanding of the 2L Notes and the Unsecured Notes, in each case, at any time after April 5, 2019.

Notwithstanding the foregoing, if any Consenting Creditor Termination Event is caused by any Consenting Party, this Agreement shall be terminable solely with respect to that Consenting Party.

b. Company Termination Events. This Agreement may be terminated by the Company by the delivery to counsel to the Consenting Parties of a written notice in accordance with Section 22 hereof, upon the occurrence and continuation of any of the following events (each, a “Company Termination Event”):

(i) the breach in any material respect by Consenting Creditors holding (A) an amount of 1L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1L Notes, (B) an amount of 1.5L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1.5L Notes, or (C) an amount of 2L Notes and Unsecured Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of 2L Notes and Unsecured Notes, in each case with respect to any of the representations, warranties, or covenants of such Consenting Creditors set forth in this Agreement and which breach remains uncured for a period of ten (10) business days after the receipt by the applicable Consenting Creditor from the Company of written notice of such breach, which written notice will set forth in detail the alleged breach;

(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of or rendering illegal the Plan or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) the Consenting Parties, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance;

(iii) the failure of the Consenting Creditors to hold, in the aggregate, at least: (A) 66 2/3% of the aggregate principal amount outstanding of the 1L Notes; (B) 66 2/3% of the aggregate principal amount outstanding of the 1.5L Notes; (C) 66 2/3% of the aggregate principal amount outstanding of the 2L Notes and the Unsecured Notes, in each case, at any time after April 5, 2019;

(iv) the failure of the Consenting Creditors (as a group, which is not required to include each Consenting Creditor) to execute commitment agreements in respect of the entire amount of the Rights Offering and the Exit Facility (each as defined in the Term Sheet) on or before April 15, 2019;

(v) any termination event in favor of the Company or event of default by a party other than the Company under the RSA Order, the Equity Backstop Commitment Agreement, the BCA Approval Order, the Debt Backstop Documents, or the Debt Backstop Order, as applicable, that has not been waived or cured (to the extent curable) prior to the expiration of any applicable grace periods thereunder;

 

18


(vi) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement;

(vii) the board of directors or managers or similar governing body, as applicable, of any Company Entity determines that continued performance under this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law (as reasonably determined by such board or body in good faith after consultation with legal counsel);

(viii) the Bankruptcy Court enters an order denying confirmation of the Plan;

(ix) an order confirming the Plan is reversed or vacated; or

(x) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

c. Consenting Sponsor Termination Events. This Agreement may be terminated by the Consenting Sponsors, solely as to the Consenting Sponsors, by the delivery to counsel to the Company and the Consenting Parties of a written notice in accordance with Section 22 hereof, upon the occurrence and continuation of any of the following events (each, a “Consenting Sponsor Termination Event”):

(i) the breach in any material respect by Consenting Creditors holding (A) an amount of 1L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1L Notes, (B) an amount of 1.5L Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of the 1.5L Notes, or (C) an amount of 2L Notes and Unsecured Notes that would result in non-breaching Consenting Creditors holding less than 66 2/3% in aggregate principal amount outstanding of 2L Notes and Unsecured Notes, in each case with respect to any of the representations, warranties, or covenants of such Consenting Creditors set forth in this Agreement and which breach remains uncured for a period of ten (10) business days after the receipt by the applicable Consenting Creditor from the Consenting Sponsors of written notice of such breach, which written notice will set forth in detail the alleged breach;

(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of or rendering illegal the Plan or any material portion thereof, and either (A) such ruling, judgment, or order has been issued at the request of (or agreement by) the Consenting Creditors, or (B) in all other circumstances, such ruling, judgment, or order has not been reversed or vacated within thirty (30) calendar days after such issuance;

 

19


(iii) the failure of the Consenting Creditors to hold, in the aggregate, at least: (A) 66 2/3% of the aggregate principal amount outstanding of the 1L Notes; (B) 66 2/3% of the aggregate principal amount outstanding of the 1.5L Notes; and (C) 66 2/3% of the aggregate principal amount outstanding of the 2L Notes and the Unsecured Notes, in each case, at any time after April 5, 2019;

(iv) the Bankruptcy Court (or other court of competent jurisdiction) enters an order (A) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (B) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) the effect of which would render the Plan incapable of consummation on the terms set forth in this Agreement;

(v) (A) any Definitive Document filed by the Company or any Consenting Party, or any related order entered by the Bankruptcy Court, in the Chapter 11 Cases, is inconsistent with the terms and conditions set forth in this Agreement or is otherwise not in accordance with this Agreement, or (B) any of the terms or conditions of any of the Definitive Documents is waived, amended, supplemented, or otherwise modified in any material respect without the prior written consent of the Consenting Sponsors (or such parties as may be required by the terms of such Definitive Document, if then effective), in each case, which remains uncured for five (5) Business Days after the receipt by the Company of written notice delivered in accordance herewith;

(vi) the Company terminates any of its obligations under and in accordance with Sections 7(b) or (d), as applicable, of this Agreement;

(vii) the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders or the Required Consenting Crossholder Noteholders terminate any of their respective obligations under and in accordance with this Section 7(a) or (d), as applicable;

(viii) the Bankruptcy Court enters an order denying confirmation of the Plan;

(ix) an order confirming the Plan is reversed or vacated; or

(x) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

d. Mutual Termination. This Agreement may be terminated in writing by mutual agreement of the Company Entities, the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, the Required Consenting Crossholder Noteholders and the Consenting Sponsors (a “Mutual Termination Event”).

e. Individual Termination. Any individual Consenting Party may terminate this Agreement, as to itself only, by the delivery to counsel to the Company and the Consenting Parties of a written notice in accordance with Section 22, upon the occurrence and continuation of any of the following events (each, an “Individual Termination Event”):

 

20


(i) this Agreement is amended without its consent in such a way as to alter any of the economic terms thereof in a manner that is disproportionately adverse to such Consenting Party as compared to similarly situated Consenting Parties; or

(ii) the Effective Date shall not have occurred by the date that is 270 calendar days after the Petition Date.

f. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice upon the occurrence of the Effective Date (collectively with the Consenting Creditor Termination Events, the Company Termination Events, the Consenting Sponsor Termination Events, the Mutual Termination Event, and the Individual Termination Event, the “Termination Events”).

g. Effect of Termination. Upon any termination of this Agreement that is not limited in its effectiveness to an individual Party or Parties in accordance with Section 7, this Agreement shall forthwith become null and void and of no further force or effect as to any Party, and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Plan or otherwise, that it would have been entitled to take had it not entered into this Agreement; provided that in no event shall any such termination relieve a Party from liability for its breach or non-performance of its obligations hereunder that arose prior to the date of such termination or any obligations hereunder that expressly survive termination of this Agreement under Section 16 hereof, provided further, however, that notwithstanding anything to the contrary herein, the right to terminate this Agreement under this Section 7 shall not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the occurrence of the applicable Termination Event. Upon the occurrence of a validly-exercised Termination Event prior to entry of the Confirmation Order by the Bankruptcy Court, any and all consents or ballots tendered by the terminated Party shall be deemed, for all purposes, to be null and void ab initio and shall not be considered or otherwise used in any manner by any Party in connection with the Restructuring, this Agreement, or otherwise. Upon the termination of this Agreement that is limited in its effectiveness as to an individual Party or Parties in accordance with Section 7: (i) this Agreement shall become null and void and of no further force or effect with respect to the terminated Party or Parties, who shall be immediately released from its or their liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it or they would have had and such Party or Parties shall be entitled to take all actions, whether with respect to the Plan or otherwise, that it or they would have been entitled to take had it or they not entered into this Agreement; provided, the terminated Party or Parties shall not be relieved of any liability for breach or non-performance of its or their obligations hereunder that arose prior to the date of such termination or any obligations hereunder that expressly survive termination of this Agreement under Section 16 hereof; and (ii) this Agreement shall remain in full force and effect with respect to all Parties other than the terminated Party or Parties.

 

21


h. Automatic Stay. The Company Entities acknowledge that, after the commencement of the Chapter 11 Cases, the giving of notice of default or termination by any other Party pursuant to this Agreement shall not be a violation of the automatic stay under section 362 of the Bankruptcy Code, and the Company Entities hereby waive, to the fullest extent permitted by law, the applicability of the automatic stay as it relates to any such notice being provided; provided that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of default or termination was not proper under the terms of this Agreement.

8. Definitive Documents; Good Faith Cooperation; Further Assurances.

a. Subject to the terms and conditions described herein, during the Support Period, each Party, severally and not jointly, hereby covenants and agrees to reasonably cooperate with each other in good faith in connection with the negotiation, drafting, execution (to the extent such Party is a party thereto), and delivery of the Definitive Documents. Furthermore, subject to the terms and conditions hereof, each of the Parties shall take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings (provided that no Consenting Party shall be required to incur any cost, expense, or liability in connection therewith unless such Consenting Party shall have received an assurance of reimbursement satisfactory to it).

b. Each Consenting Creditor that is a Backstop Party entitled to receive a Structuring Premium and the Company hereby agree to work in good faith to negotiate and execute the Equity Backstop Agreement and the Debt Backstop Agreement as promptly as practicable after the date of this Agreement, with each such agreement to be in customary form for agreements of such type. The Consenting Creditors and the Company hereby acknowledge and agree that the economic terms regarding the Equity Backstop Agreement and the Debt Backstop Agreement, including the associated fees and structuring premiums, shall be as described in the Term Sheet. In the event that any Backstop Party does not execute and deliver the Equity Backstop Agreement and/or the Debt Backstop Agreement after such agreements have been negotiated pursuant to the terms of this Agreement and the Term Sheet, any such non-executing Backstop Party shall not be entitled to receive any fees or structuring premiums pursuant to such agreements and (i) all commitments (along with all associated fees and premiums) allocable to any such non-executing Backstop Party under the Equity Backstop Agreement and/or the Debt Backstop Agreement, as applicable, will be offered on a pro rata basis (based on the pro forma equity splits among the Backstop Parties as described in the Term Sheet), to the other Equity Backstop Parties and/or Debt Backstop Parties, as applicable, and, if not fully subscribed after being offered to the other Equity Backstop Parties and/or Debt Backstop Parties, will be offered to on a pro rata basis to all Consenting Creditors (based on the pro forma equity splits among the Consenting Creditors as described in the Term Sheet) (ii) all structuring premiums allocable to any such non-executing Backstop Party under the Equity Backstop Agreement and/or the Debt Backstop Agreement, as applicable, will be allocated on a pro rata basis (based upon the percentages of the applicable structuring premium to be received by the Backstop Parties other than any non-executing Backstop Party) to the other Backstop Parties entitled to receive Equity Backstop Premium and/or Debt Backstop Obligation Premium, as applicable, as provided in the Term Sheet. The Company and each Consenting Creditor shall be entitled to all of their rights and remedies hereunder in the event that any Backstop Party breaches its obligations under this Section 8(b).

 

22


9. Representations and Warranties.

a. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date a Consenting Party becomes a party hereto):

(i) such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other similar action on its part;

(ii) the execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party (provided, however, that with respect to the Company, it is understood that commencing the Chapter 11 Cases may result in a breach of or constitute a default under such obligations);

(iii) the execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent, or approval of, or notice to, or other action, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required by the Bankruptcy Court; and

(iv) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

b. Each Consenting Party severally (and not jointly), represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Party becomes a party hereto), such Consenting Party (i) is the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) the aggregate principal amount of Claims and/or Interests set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Party that becomes a Party hereto after the date hereof), (ii) has, except in the case of Consenting Parties with Repo Securities, with respect to the beneficial owners of such Claims or Interests (as may be set forth on a schedule to such Consenting Party’s signature page hereto), (A) sole investment or voting discretion with respect to such Claims or Interests, (B) full power and authority to vote on and consent to matters concerning such Claims or Interests, or to exchange, assign, and transfer such Claims or Interests, and (C) full power and authority to bind or act on the behalf of, such beneficial owners, (iii) other than pursuant to this Agreement or with respect to Repo Securities, such Claims or Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrance of any kind, that would prevent in any

 

23


way such Consenting Party’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed, and (iv) such Consenting Party is not the beneficial owner of (or investment manager, advisor, or subadvisor to one or more beneficial owners of) any other Claims against and/or Interests in any Company Entity. “Repo Securities” means, with respect to a Consenting Creditor, Claims or Interests that are, on the date hereof, subject to the terms and conditions of a repurchase agreement, sell/buyback agreement or similar arrangement (each, a “Repo Agreement”) entered into between, on the one hand, such Consenting Creditor (or one or more funds which the Consenting Creditor is the discretionary investment manager, advisor or sub-advisor of) and, on the other hand, a third-party. For the avoidance of doubt, it is acknowledged and agreed that Repo Securities shall constitute Claims for all purposes under this Agreement.

10. Additional Provisions Regarding Company Entities Commitments.

a. Nothing in this Agreement shall require any director or officer of any Company Entity to violate their fiduciary duties to such Company Entity. No action or inaction on the part of any director or officer of any Company Entity that such directors or officers reasonably believe is required by their fiduciary duties to such Company Entity shall be limited or precluded by this Agreement; provided, however, that no such action or inaction shall be deemed to prevent any of the Consenting Parties from taking actions that they are permitted to take as a result of such actions or inactions, including terminating their obligations hereunder.

b. Notwithstanding anything to the contrary in this Agreement, the Company Entities shall not, and shall instruct and direct their respective Representatives not to, seek or solicit any discussions or negotiations with respect to, any Alternative Transaction; provided, however, that nothing in this Section 10(b) shall limit the Parties’ ability to engage in marketing efforts, discussions, and/or negotiations with any party regarding refinancing of the Exit Facilities to be consummated following the Effective Date; provided, further, that (a) if any of the Company Entities receive a proposal or expression of interest regarding any Alternative Transaction, the Company Entities shall be permitted to discuss or negotiate the terms of such proposal or expression of interest and shall promptly notify counsel to the Ad Hoc Group, orally and in writing, of any such proposal or expression of interest, with such notice to include the material terms thereof, including (unless prohibited by a separate agreement) the identity of the person or group of persons involved, and (b) the Company Entities shall promptly furnish counsel to the Ad Hoc Group with copies of any written offer, oral offer, or any other information that they receive relating to the foregoing and shall promptly inform counsel to the Ad Hoc Group of any material changes to such proposals.

c. Notwithstanding anything to the contrary herein, nothing in this Agreement shall create any additional fiduciary obligations on the part of the Company, or the Consenting Creditors, or any members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents or other representatives of the same or their respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such Party or its affiliated entities, that such entities did not have prior to the execution of this Agreement.

 

24


d. Nothing in this Agreement shall: (i) impair or waive the rights of any Company Entity to assert or raise any objection permitted under this Agreement in connection with the Restructuring, or (ii) prevent any Company Entity from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

11. Filings and Public Statements.

a. The Company shall submit drafts to counsel to the Consenting Parties of any press releases, public documents, and any and all filings with the SEC, the Bankruptcy Court, or otherwise that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least forty-eight hours prior to making any such disclosure, and shall afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures and shall consider any such comments in good faith. Except as required by law or otherwise permitted under the terms of any other agreement between the Company on the one hand, and any Consenting Party, on the other hand, no Party or its advisors (including counsel to any Party) shall disclose to any person (including other Consenting Parties), other than the Company’s advisors, the principal amount or percentage of any Claims or Interests or any other securities of the Company held by any other Party, in each case, without such Party’s prior written consent; provided that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Party a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure (including by way of a protective order) (the expense of which, if any, shall be borne by the relevant disclosing Party) and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Claims or Interests held by all the Consenting Parties collectively. Any public filing of this Agreement, with the Bankruptcy Court, the SEC or otherwise, shall not include the executed signature pages to this Agreement. Nothing contained herein shall be deemed to waive, amend or modify the terms of any confidentiality or non-disclosure agreement between the Company and any Consenting Creditor.

12. Amendments and Waivers.

During the Support Period, this Agreement, including any exhibits or schedules hereto, may not be waived, modified, amended, or supplemented except in a writing signed by the Company Entities, the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, the Required Consenting Crossholder Noteholders and the Consenting Sponsors (as applicable and to the extent required herein); provided that: (i) any waiver, modification, amendment, or supplement to Section 7(e) or this Section 12 shall require the prior written consent of each Party; (ii) any waiver, modification, amendment, or supplement to the definition of Required Consenting First Lien Noteholders, Required Consenting 1.5L Noteholders or Required Consenting Crossholder Noteholders shall require the prior written consent of each applicable Consenting Creditor that is a member of the Ad Hoc Groups; (iii) any waiver, modification, amendment or supplement to Section 4(c)(ii) of this Agreement or the last paragraph in the section of the Term Sheet entitled “Equity Backstop Commitment” shall require the consent of each Consenting Creditor and (iv) any waiver, modification, amendment, or supplement that disproportionately and adversely affects the economic recoveries or treatment of any Consenting Party compared to the economic recoveries or treatment set forth in the Term Sheet hereto may not be made without the prior written consent of such Consenting Party. Amendments to any Definitive Document shall be governed as set forth in such Definitive Document. Any consent required to be provided pursuant to this Section 12 may be delivered by email from counsel.

 

25


13. Effectiveness.

This Agreement shall become effective and binding on the Parties on the Agreement Effective Date, and not before such date; provided that signature pages executed by Consenting Parties shall be delivered to (a) the Company, other Consenting Parties, and counsel to other Consenting Parties (if applicable) in a redacted form that removes such Consenting Parties’ holdings of Claims and any schedules to such Consenting Parties’ holdings (if applicable) and (b) the legal and financial advisors to the Company and the Ad Hoc Groups, respectively, in an unredacted form.

14. Governing Law; Jurisdiction; Waiver of Jury Trial.

a. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, without giving effect to the conflicts of law principles thereof.

b. Each of the Parties irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in (a) the Bankruptcy Court, for so long as the Chapter 11 Cases are pending, and (b) otherwise, any federal or state court in the Borough of Manhattan, the City of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Subject to the foregoing, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the courts as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) and (iii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

c. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH

 

26


PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

15. Specific Performance/Remedies.

a. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions without the necessity of posting a bond to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a Party from pursuing other rights and remedies to the extent available under this Agreement, at law, or in equity.

b. Notwithstanding anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

16. Survival.

Notwithstanding the termination of this Agreement pursuant to Section 7 hereof, the agreements and obligations of the Parties set forth in the following Sections: 7(g), 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, and 27 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof; provided that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.

17. Headings.

The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

18. Successors and Assigns; Severability; Several Obligations.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators, and representatives; provided that nothing contained in this Section 18 shall be deemed to permit Transfers of interests in any Claims against or Interests in any Company Entity, other than in accordance with the express terms of this Agreement. If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and

 

27


effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements, representations, and obligations of the Parties are, in all respects, several and neither joint nor joint and several. For the avoidance of doubt, the obligations arising out of this Agreement are several and not joint with respect to each Consenting Party, in accordance with its proportionate interest hereunder, and the Parties agree not to proceed against any Consenting Party for the obligations of another.

19. No Third-Party Beneficiaries.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

20. Prior Negotiations; Entire Agreement.

This Agreement, including the exhibits and schedules hereto (including the Term Sheet), constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed between the Company and each Consenting Party shall continue in full force and effect in accordance with its terms.

21. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile, electronic mail, or otherwise, which shall be deemed to be an original for the purposes of this paragraph.

22. Notices.

All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile, courier or by registered or certified mail (return receipt requested) to the following addresses and facsimile numbers:

 

(1)

If to the Company, to:

Hexion Inc.

180 East Broad Street

Columbus, Ohio 43215

Attention: Douglas Johns

 

28


with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: George Davis (george.davis@lw.com)

Andrew Parlen (andrew.parlen@lw.com)

- and -

Latham & Watkins LLP

330 North Wabash, Suite 2800

Chicago, IL 60611

Attention:   

Caroline Reckler (caroline.reckler@lw.com)

Jason Gott (jason.gott@lw.com)

(2) If to a Consenting Creditor, to the addresses or facsimile numbers set forth below following such Consenting Creditor’s signature to this Agreement or on the applicable Joinder Agreement (if any), as the case may be,

with a copy to (solely in the case of Consenting Creditors that are members of the First Lien Ad Hoc Group):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Email: idizengoff@akingump.com; pdublin@akingump.com; dfisher@akingump.com and nmoss@akingump.com

Attention: Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Daniel Fisher, Esq. and Naomi Moss, Esq.

with a copy to (solely in the case of Consenting Creditors that are members of the 1.5 Lien Ad Hoc Group):

Jones Day

250 Vesey Street

New York, NY 10281

Attention:   Sidney P. Levinson (slevinson@jonesday.com)

Jeremy D. Evans (jdevans@jonesday.com)

with a copy to (solely in the case of Consenting Creditors that are members of the Crossholder Ad Hoc Group):

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attention:   Samuel A. Khalil (skhalil@milbank.com)

Matthew L. Brod (mbrod@milbank.com)

 

29


(3) If to a Consenting Sponsor, to the addresses or facsimile numbers set forth below following such Consenting Sponsor’s signature to this Agreement or on the applicable Joinder Agreement (if any), as the case may be.

Any notice given by electronic mail, facsimile, delivery, mail, or courier shall be effective when received.

23. Reservation of Rights; No Admission.

a. Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties, or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such consultation or appearance is consistent with such Party’s obligations hereunder; (ii) limit the ability of any Consenting Party to sell or enter into any transactions in connection with the Claims, or any other claims against or interests in the Company, subject to the terms of Section 4(b) hereof; or (iii) constitute a waiver or amendment of any provision of any applicable credit agreement or indenture or any agreements executed in connection with such credit agreement or indenture.

b. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect and preserve its rights, remedies, and interests, including its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed by the Company or any of its affiliates and subsidiaries. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

24. Relationship Among Consenting Parties.

Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Creditors under this Agreement shall be several, not joint. It is understood and agreed that no Consenting Creditor has any fiduciary duty, duty of trust or confidence in any kind or form with any other Consenting Creditor, the Company or any other stakeholder of the Company and, except as expressly provided in this Agreement, there are no commitments among or between them. In this regard, it is understood and agreed that any Consenting Party may trade in the debt

 

30


of the Company without the consent of the Company or any other Consenting Party, subject to applicable securities laws, the terms of this Agreement, and any Confidentiality Agreement entered into with the Company; provided that no Consenting Party shall have any responsibility for any such trading by any other Person by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Consenting Parties shall in any way affect or negate this understanding and agreement.

25. No Solicitation; Representation by Counsel; Adequate Information.

a. This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases. The acceptances of the Consenting Parties with respect to the Plan will not be solicited until such Consenting Parties has received the Disclosure Statement and related ballots and solicitation materials.

b. Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

c. Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Consenting Party acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act of 1933, (ii) understands that any securities to be acquired by it pursuant to the Plan have not been registered under the Securities Act and that such securities are, to the extent not acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Consenting Party’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iii) has such knowledge and experience in financial and business matters that such Consenting Party is capable of evaluating the merits and risks of the securities to be acquired by it pursuant to the Plan and understands and is able to bear any economic risks with such investment.

26. Conflicts.

In the event of any conflict among the terms and provisions of the RSA and of the Term Sheet, the terms and provisions of the Term Sheet shall control.

27. Payment of Fees and Expenses.

The Company shall pay or reimburse all reasonable and documented fees and out-of-pocket expenses (expenses when due (including travel costs and expenses) of the attorneys, accountants, other professionals, advisors, and consultants of the Ad Hoc Groups (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the

 

31


Petition Date), including the fees and expenses of (a) the following advisors to the First Lien Ad Hoc Group: (i) Akin Gump Strauss Hauer & Feld, LLP as counsel; (ii) Ashby & Geddes, as local counsel; and (iii) Evercore Group, L.L.C., as financial advisor; (b) the following advisors to the 1.5 Lien Ad Hoc Group: (i) Jones Day, as counsel; (ii) Young Conaway Stargatt & Taylor LLP, as local counsel; and (iii) Perella Weinberg Partners, as financial advisor; and (c) the following advisors to the Crossholder Ad Hoc Group (i) Milbank LLP, as counsel (ii) Morris, Nichols, Arsht & Tunnell LLP, as local counsel; and (iii) Houlihan Lokey Capital, Inc., as financial advisor; in each case, including all amounts payable or reimbursable under applicable fee or engagement letters with the Company (which agreements shall not be terminated by the Company before the termination of this Agreement); provided, further, that to the extent that the Company terminates this Agreement under Section 7(b), the Company’s reimbursement obligations under this Section 27 shall survive with respect to any and all fees and expenses incurred on or prior to the date of termination and such termination shall not automatically terminate any applicable fee or engagement letters. Each of the RSA Order, the BCA Approval Order and the Debt Backstop Order shall contain language approving the payment of all such fees and expenses by the Company, including any back-end, transaction, success or similar fees provided for under the applicable fee or engagement letters with the Company.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.

[Signature pages follow.]

 

32


COMPANY ENTITIES

 

Hexion Holdings LLC
Hexion LLC
Hexion Inc.
Hexion Nimbus Inc.
Hexion Nimbus Asset Holdings LLC
Hexion Deer Park LLC
Hexion VAD LLC
Hexion 2 U.S. Finance Corp.
Hexion HSM Holdings LLC
By:  

/s/ George F. Knight III

Name:   George F. Knight III
Title:   Executive Vice President
  and Chief Financial Officer
Hexion CI Holding Company (China) LLC
Hexion Investments Inc.
Hexion International Inc.
North American Sugar Industries Incorporated
Cuban-American Mercantile Corporation
The West India Company
NL Coop Holdings LLC
Lawter International Inc.
By:  

/s/ George F. Knight III

Name:   George F. Knight III
Title:   Executive Vice President
Hexion Nova Scotia Finance, ULC
By:  

/s/ George F. Knight III

Name:   George F. Knight III
Title:   President

 

[Signature Page to Restructuring Support Agreement]


EXHIBIT A

Term Sheet


Exhibit A

EXECUTION VERSION

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN AND IN THE RESTRUCTURING SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

Hexion Restructuring Term Sheet

This Term Sheet, which is Exhibit A to a Restructuring Support Agreement dated April 1, 2019, by and among the Debtors, the Consenting Noteholders, and the Consenting Sponsors (the “Restructuring Support Agreement”), describes the proposed terms of the Debtors’ restructuring (the “Restructuring”). The Debtors will implement the Restructuring through a plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Term Sheet and the Restructuring Support Agreement (as it may be amended or supplemented from time to time in accordance with the terms of the Restructuring Support Agreement, the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement.

This Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the Definitive Documents, which remain subject to discussion and negotiation in accordance with the Restructuring Support Agreement. Consummation of the transactions contemplated by this Term Sheet are subject to (1) the negotiation and execution of definitive documents evidencing and related to the Restructuring contemplated herein, (2) satisfaction of all of the conditions in any definitive documentation evidencing the transactions comprising the Restructuring, and (3) entry of a Final Order of the Bankruptcy Court confirming the Plan and the satisfaction of any conditions to the effectiveness thereof. The Definitive Documents will contain terms and conditions that are dependent on each other, including those described in this Term Sheet.

 


OVERVIEW OF THE RESTRUCTURING
Summary   

Subject in all respects to and as provided by the other terms of this Term Sheet and to the Restructuring Support Agreement, Hexion Inc. and certain of its affiliates (collectively, the “Debtors”) will restructure their funded debt obligations with the proceeds of a new, $1.641 billion Exit Facility and a $300 million common equity Rights Offering available to holders of Notes Claims, in each case backstopped by certain holders of Notes Claims that have executed the Restructuring Support Agreement, as well as with a new Exit ABL Facility and through the issuance of new common equity in exchange for all outstanding Notes Claims, in each case as set forth in this Term Sheet, the Restructuring Support Agreement and the exhibits and schedules annexed thereto. The Debtors’ creditors and equityholders will receive the following treatment:

 

•  holders of the Debtors’ 1L Notes will receive $1.45 billion in cash (less adequate protection payments reflecting interest on the 1L Notes paid during the Chapter 11 Cases), 72.5% of the New Hexion Common Shares (subject to dilution for the Rights Offering Shares, the equity issued pursuant to the MIP and any equity issued pursuant to the Equity Backstop Premium and the Debt Backstop Premium (collectively, the “Agreed Dilution”)), and 72.5% of the Rights in the Rights Offering;

 

•  holders of the Debtors’ 1.5L Notes, 2L Notes, and Unsecured Notes will receive 27.5% of the New Hexion Common Shares (subject to the Agreed Dilution) and 27.5% of the Rights in the Rights Offering;

 

•  general unsecured creditors will be paid in full; and

 

•  holders of the Debtors’ outstanding common equity will receive no recovery on account of such common equity interests.

 

The Restructuring will be supported through the Debtors’ borrowing under a new, $350 million DIP term facility and a $350 million DIP ABL facility.

Implementation    The Debtors will effectuate the Restructuring through the Chapter 11 Cases and Confirmation of the Plan, which shall be consistent with this Term Sheet and subject to the terms and conditions set forth in the Restructuring Support Agreement.

 

2


Rights Offering   

The Plan will provide for a rights offering (the “Rights Offering”) that will provide Holders of allowed Notes Claims with rights to purchase for cash (the “Rights”) their pro rata1 share of $300 million of New Hexion Common Shares issued on the Effective Date (the “Rights Offering Shares”) at a 35% discount to a stipulated post-new money plan total equity value of $1.374 billion (such stipulated value, the “Plan Equity Value”) (based on a total enterprise value of $3.1 billion) (the “Rights Offering Purchase Price”).2 Participation in the Rights Offering will be available to Holders of allowed Notes Claims, in each case who are eligible to participate in the Rights Offering under applicable securities laws.

 

New Hexion Common Shares issued pursuant to the Rights Offering shall be issued in reliance on the exemption from the registration requirements of the federal securities laws pursuant to section 1145 of the Bankruptcy Code to the maximum extent permitted by law, and otherwise pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act of 1933 (the “Securities Act”), or another available exemption from registration, as applicable.

 

 

1 

The Rights shall be allocated on a pro rata basis on the same basis as the allocation of the primary equity among holders of allowed 1L Notes Claims and holders of Junior Notes Claims (i.e., 72.5% of the Rights shall be made available to holders of allowed 1L Notes Claims and 27.5% to holders of allowed Junior Notes Claims ratably based on Claim amounts within the respective classes).

2 

On the closing date of the Rights Offering, each Equity Backstop Party that is a registered investment company under the Investment Company Act of 1940, as amended (each an “Investment Company”) shall deliver and pay its respective Funding Amount by wire transfer of immediately available funds in U.S. dollars to a segregated bank account of the subscription agent for the Rights Offering (the “Rights Offering Subscription Agent”) designated by the Rights Offering Subscription Agent in a funding notice delivered to Equity Backstop Parties, or make other arrangements that are acceptable to the applicable Investment Company and the Debtors, in satisfaction of such Equity Backstop Party’s Rights Offering backstop obligation and its obligations to fully exercise its subscription rights in accordance with the Equity Backstop Agreement.

 

3


Equity Backstop Obligations   

The Rights Offering will be backstopped on a several, and not joint and several, basis by certain parties to the Restructuring Support Agreement (the “Equity Backstop Parties”) pursuant to, and in the amounts set forth in, the schedule attached as Schedule 1 to the Restructuring Support Agreement (the “Equity Backstop Allocation Schedule”) subject to negotiation and execution of Definitive Documentation following receipt of all necessary internal approvals. Schedule 1 shall be redacted in the Restructuring Support Agreement, including in any filing with the Bankruptcy Court, provided that, to the extent required as evidentiary support, it will be filed under seal with the Bankruptcy Court.

 

The Rights Offering will be conducted on the terms and conditions to be set forth in the Equity Backstop Agreement to be entered into after the date of the Restructuring Support Agreement and an order of the Bankruptcy Court approving the Debtors’ entry into the Equity Backstop Agreement (the “BCA Approval Order”).

 

As consideration for the Put Option and the obligations of the Equity Backstop Parties and whether or not the Put Option is exercised, under the terms of the Equity Backstop Agreement, each Equity Backstop Party will receive, based on its Equity Backstop Obligations, its pro rata share of a premium (the “Equity Backstop Premium”), which shall equal 8% of the aggregate Equity Backstop Obligations and which shall be fully earned and nonrefundable upon entry of the BCA Approval Order, payable free and clear of and without withholding on account of any taxes, treated as an administrative expense of each of the Debtor’s Estates, and paid in cash (or, at the option of each Equity Backstop Party, in New Hexion Common Shares at the Plan Equity Value) upon closing of the Rights Offering or in such other circumstances as may be agreed by the parties in the Equity Backstop Agreement.

 

New Hexion Common Shares purchased pursuant to the Equity Backstop Agreement shall be issued in reliance on the exemption from the registration requirements of the federal securities laws pursuant to section 1145 of the Bankruptcy Code to the maximum extent permitted by law, and otherwise in reliance on the exemption from the registration requirements of the federal securities laws pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act, or another available exemption from registration.

 

The Debtors and Reorganized Debtors shall use commercially reasonable efforts to 1) obtain “restricted” and “unrestricted” CUSIP identifiers for the New Hexion Common Shares (as necessary), 2) make the New Hexion Common Shares (including “restricted” and “unrestricted” securities) eligible for clearance and settlement through the Depository Trust Company, and 3) make the New Hexion Common Shares eligible for transfer pursuant to Rule 144A of the Securities Act, including commercially reasonable efforts to comply with the requirements of Rule 144(A)(d)(4). Other than restrictions imposed by state “blue sky” laws and federal securities law and regulations, the New Hexion Common Shares shall not be subject to any transfer restrictions, including, without limitation, any rights of first offer, rights of first refusal, or rights of last offer provisions, other than customary provisions relating to the protection of net operating losses, if any, to be agreed upon by the Required Consenting Noteholders.

 

4


Exit Facility   

Pursuant to a competitive bidding process among third party financing sources in consultation with the Required Consenting Noteholders, the Debtors shall obtain an exit facility in an amount of not more than $1.641 billion (the “Exit Facility”). Certain Consenting Noteholders (the “Debt Backstop Parties,” and together with the Equity Backstop Parties, the “Backstop Parties”) will backstop the Exit Facility on a several basis in the amounts set forth in, the schedule attached as Schedule 2 to the Restructuring Support Agreement (the “Debt Backstop Allocation Schedule”), subject to negotiation and execution of Definitive Documents following receipt of all necessary internal approvals, and on the following terms, such other terms as are on Schedule 4 to the Restructuring Support Agreement and on such other terms to be agreed upon by the Debt Backstop Parties. Schedules 2 and 4 shall be redacted in the Restructuring Support Agreement, including in any filing with the Bankruptcy Court, provided that, to the extent required as evidentiary support, it will be filed under seal with the Bankruptcy Court:

 

•  Security: First Lien on all US assets (with carve out for ABL collateral), including Principal Properties, if any, plus 100% of foreign sub stock

 

•  Commitment Length: until December 31, 2019

 

As consideration for the obligations of the Debt Backstop Parties, and whether or not the Debt Backstop Parties provide the Exit Facility, under the terms of the Debt Backstop Agreement to be entered into after the date of the Restructuring Support Agreement, each Debt Backstop Party will receive, based on its Debt Backstop Obligations, its pro rata share of a premium (the “Debt Backstop Premium”), which shall consist of a premium equal to 3.375% of the aggregate amount of Debt Backstop Obligations, which shall be fully earned and nonrefundable upon entry of the DCA Approval Order, payable free and clear of and without withholding on account of any taxes, treated as an administrative expense of each of the Debtor’s Estates, and payable in cash (or, at the option of each Debt Backstop Party, in New Hexion Common Shares at the Plan Equity Value) upon the closing of the Exit Facility or in such other circumstances as may be agreed by the parties in the Debt Backstop Agreement.

 

The obligations of the Debt Backstop Parties as set forth above shall be referred to as the “Debt Backstop Obligations.”

 

In addition, the parties listed on Schedule 3 to the Restructuring Support Agreement (the “Additional Put Option Premium Schedule”) shall receive as additional consideration for providing the Debt Backstop Obligation, their pro rata share of 1.5% of the aggregate amount of Debt Backstop Obligation (the “Additional Put Option Premium”), which shall be fully earned and nonrefundable upon entry of the DCA Approval Order, payable free and clear of and without withholding on account of any taxes, treated as an administrative expense of each of the Debtor’s Estates, and payable in cash upon the closing of the Exit Facility in connection with the Restructuring or in such other circumstances as may be agreed by the parties in the Debt Backstop Agreement. Schedule 3 shall be redacted in the Restructuring Support Agreement, including in any filing with the Bankruptcy Court, provided that, to the extent required as evidentiary support, it will be filed under seal with the Bankruptcy Court.

 

5


Exit ABL Facility    The Debtors will enter into an undrawn new asset-based revolving loan facility on the Effective Date.
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN

Type of Claim

  

Treatment

  

Impairment / Voting

DIP Facility Claims    In full satisfaction of each allowed DIP Facility Claim, each Holder thereof will be repaid in full in cash.    N/A
Administrative Claims    Except to the extent that a Holder of an allowed Administrative Claim and the Debtor against which such allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, each Holder of an allowed Administrative Claim shall receive, in full satisfaction of its Claim, payment in full in cash.    N/A
Priority Tax Claims    In full satisfaction of the allowed Priority Tax Claims, each Holder of an allowed Priority Tax Claim will be paid in full in cash or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.    N/A
Other Secured Claims    In full satisfaction of each allowed Other Secured Claim, each Holder thereof will receive (a) payment in full in cash, (b) delivery of the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code, (c) Reinstatement of such Claim, or (d) other treatment rendering such Claim Unimpaired.    Unimpaired; deemed to accept

 

Other Priority Claims    Except to the extent that a Holder of an allowed Other Priority Claim and the Debtor against which such allowed Other Priority Claim is asserted agree to less favorable treatment for such Holder, in full satisfaction of each allowed Other Priority Claim against the Debtors, each Holder thereof shall receive payment in full in cash or other treatment rendering such Claim Unimpaired.    Unimpaired; deemed to accept

 

6


1L Notes Claims    In full satisfaction of each allowed 1L Notes Claim, each Holder thereof will receive its pro rata share of (a) cash in the amount of $1,450,000,000 (but less the sum of adequate protection payments reflecting interest on the 1L Notes paid during the Chapter 11 Cases), (b) 72.5% of New Hexion Common Shares, subject to the Agreed Dilution, and (c) 72.5% of the Rights.    Impaired; entitled to vote
Junior Notes Claims    In full satisfaction of each allowed Junior Notes Claim, each Holder thereof will receive its pro rata share of (a) 27.5% of New Hexion Common Shares, subject to the Agreed Dilution; and (b) 27.5% of the Rights.    Impaired; entitled to vote
General Unsecured Claims    Except to the extent that a Holder of an allowed General Unsecured Claim and the Debtor against which such allowed General Unsecured Claim is asserted agree to less favorable treatment for such Holder (including, without limitation, with respect to the Consenting Sponsor Claim Settlement), in full satisfaction of each allowed General Unsecured Claim against the Debtors, each Holder thereof shall receive payment in cash in an amount equal to such allowed General Unsecured Claim in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Claim.    Unimpaired; deemed to accept
Subordinated Securities Claims    No recovery    Imparied; deemed to reject
Intercompany Claims    No property will be distributed to the Holders of allowed Intercompany Claims. Unless otherwise provided for under the Plan, each Intercompany Claim will either be Reinstated or canceled and released at the option of the Debtors with the consent of the Required Consenting Noteholders.    Unimpaired; deemed to accept; or Impaired deemed to reject
Intercompany Interests    Intercompany Interests shall receive no recovery or distribution and be Reinstated solely to the extent necessary to maintain the Debtors’ corporate structure.    Unimpaired; deemed to accept; or Impaired; deemed to reject

 

7


Existing Equity Interests    Each Holder of Existing Equity Interests shall receive no distribution on account of such Existing Equity Interests.    Impaired; deemed to reject.
OTHER TERMS OF THE RESTRUCTURING
Executory Contracts and Unexpired Leases    Except as otherwise provided in this Term Sheet or the Restructuring Support Agreement, the Debtors shall assume all executory contracts and unexpired leases other than those to be identified on a schedule of rejected contracts included in the Plan Supplement, which shall be consistent with the Restructuring Support Agreement and this Term Sheet, including as specified in “Employee Matters” and “Indemnification of Prepetition Directors, Officers, Managers, et al.” The schedule of rejected contracts included in the Plan Supplement shall be acceptable to the Debtors and reasonably acceptable to the Required Consenting Noteholders.
Charter; Bylaws; Corporate Governance   

Corporate governance for the Reorganized Debtors, including charters, bylaws, a shareholder rights agreement, operating agreements, or other organization or formation documents, as applicable, shall be consistent with section 1123(a)(6) of the Bankruptcy Code, as applicable.

 

The Reorganized Hexion Board shall consist of seven (7) members, which shall be comprised of Craig Rogerson, in his capacity as Chief Executive Officer of the Reorganized Debtors, and six (6) other directors, which shall be selected by a committee consisting of representatives from the following six (6) institutions: Cyrus Capital Partners, L.P.; Monarch Alternative Capital LP; GoldenTree Asset Management; GSO Capital Partners; Brigade Capital Management; and Davidson Kempner Capital Management LP (collectively, the “Board Committee”) in consultation with Craig Rogerson, in his capacity as Chief Executive Officer of the Reorganized Debtors; provided, that, (x) if a holder represented on the Board Committee determines to give up its seat the next largest pro forma holder willing to serve will replace such resigning holder and (y) if any holder represented on the Board Committee sells claims and, after such sale, such holder is not then one of the six (6) largest holders, on a pro forma basis (without giving effect to the Agreed Dilution), the other members of the Board Committee shall determine whether to request such selling member resign from the Board Committee and be replaced by the next largest pro forma holder willing to serve; provided, further, that if the Reorganized Hexion Board is not fully selected by the Effective Date then the Reorganized Board shall select the remaining members in consultation with the Board Committee.

 

 

8


Employee Matters    Substantially all employees of the Debtors to be retained by the Reorganized Debtors. The Reorganized Debtors shall assume any employment, confidentiality, and non-competition agreements, bonus, gainshare and incentive programs (other than awards of stock options, restricted stock, restricted stock units, and other equity awards), vacation, holiday pay, severance, retirement, supplemental retirement, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations of the Debtors, in each case, so long as current or future liabilities associated with such programs have previously been provided or made available to the First Lien Advisors, the 1.5L Advisors, and the Crossover Advisors; provided, however, that neither the Restructuring nor the transactions contemplated by the Plan will constitute a change of control or other acceleration event for purposes of any of the foregoing.
Consenting Sponsor Claim Settlement    Subject to and upon the occurrence of the Effective Date, the Consenting Sponsors shall receive the Settlement Note, in full satisfaction, compromise, and discharge of any General Unsecured Claims held by such Consenting Sponsors as of the Effective Date other than any Claims arising under or related to the Debtors’ indemnification provisions or director and officer insurance policies (the “Consenting Sponsor Claim Settlement”).
Indemnification of Prepetition Directors, Officers, Managers, et al.    The Plan shall provide that, consistent with applicable law all indemnification provisions currently in place (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts or otherwise) for the current and former direct and indirect sponsors, directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be reinstated and remain intact and irrevocable and shall survive effectiveness of the Restructuring.
MIP    Up to 10% of the fully diluted New Hexion Common Shares issued on the Effective Date shall be issuable in connection with a management incentive plan, the details and allocation of which shall be determined by the Reorganized Hexion Board (including with respect to form, structure and vesting) (the “MIP”)

 

9


Tax Issues    The Debtors and the Consenting Noteholders shall cooperate in good faith to structure the Restructuring and related transactions in a tax-efficient manner; provided that such structure shall be reasonably acceptable to the Debtors and the Required Consenting Noteholders.
Company Status Upon Emergence    The Debtors and, following the Effective Date, Reorganized Hexion will use best efforts to attempt to obtain a listing of the New Hexion Common Shares on the NYSE or NASDAQ on the Effective Date, or, if such a listing is not reasonably possible, on the OTCQX Premier (if the OTCQX Premier is not possible, the OTCQX, and if the OTCQX is not possible, the OTCQB) and will use best efforts to obtain a NYSE or NASDAQ listing as soon as possible following the Effective Date; provided, however, the foregoing covenant shall not apply to the extent (i) the Board of Directors of Hexion Holdings LLC, or Reorganized Hexion (on or after the Effective Date) determines that such listing is not in the best interests of the Company, (ii) the holders of 73%, on a pro forma basis, of the New Hexion Common Shares (without giving effect to the Agreed Dilution), determine otherwise3 or (iii) such covenant shall cause a potential termination event under the RSA to be reasonably likely to occur.
Registration Rights    Registration rights (including piggyback registration rights) will be provided to the Equity Backstop Parties to the extent they receive any “restricted” or “control” New Hexion Common Shares (but shall be provided with respect to all New Hexion Common Shares such Equity Backstop Parties receive) under the Securities Act, on terms (including time periods, “cut back” provisions, lockup agreements) and conditions determined as set forth in the Equity Backstop Agreement.
Cancellation of Notes, Instruments, Certificates, and Other Documents    On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged.
Issuance of New Securities; Execution of the Plan Restructuring Documents    On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring.

 

3 

Mechanic for determination to be discussed.

 

10


Fees and Expenses    The Debtors shall pay (a) the reasonable and documented fees and expenses of all of the First Lien Advisors, the 1.5 Lien Advisors, and the Crossover Advisors, (b) any applicable filing or other similar fees required to be paid by such parties in all applicable jurisdictions, in each case, (i) subject to entry of the BCA Approval Order and the DCA Approval Order (as applicable), and (ii) in accordance with the terms and conditions of the existing fee letters between the Debtors and the applicable advisors and the BCA Approval Order and DCA Approval Order (as applicable), and (c) the reasonable and documented fees and expenses, including the fees and expenses of one counsel and one local counsel each, of (w) the trustee under the 1L Notes Indentures, (x) the trustee under the 1.5L Notes Indenture, and (y) the trustee under the 2L Notes Indenture or (z) the trustee under the Unsecured Notes Indenture.
Retention of Jurisdiction    The Plan will provide for the retention of jurisdiction by the Bankruptcy Court for usual and customary matters.
Releases    The exculpation provisions, Debtor releases, and third-party releases to be included in the Plan will be consistent with Exhibit 1 attached hereto in all material respects, to the fullest extent permissible under applicable law.
Consent Rights    All consent rights not otherwise set forth herein shall be set forth in the Restructuring Support Agreement.
Conditions Precedent to the Effective Date   

The Plan shall contain customary conditions precedent to occurrence of the Effective Date, including the following:

 

1)  the Equity Backstop Agreement and the Debt Backstop Agreement shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith;

 

2)  the Bankruptcy Court shall have entered the DCA Approval Order and the BCA Approval Order;

 

3)  the Restructuring Support Agreement shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith;

 

4)  all conditions precedent to the effectiveness of the Exit Facility and the Exit ABL Facility shall have been satisfied or duly waived;

 

5)  the Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent with the Restructuring Support Agreement and such order shall be a final order;

 

6)  the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and each of the other transactions contemplated by the Restructuring;

 

11


  

7)  the final version of the Plan, Plan Supplement, and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements, and exhibits to the Plan, shall be consistent with the Restructuring Support Agreement;

 

8)  the Consenting Sponsors, on behalf of them and their affiliates, shall have permanently waived any and all management, monitoring or like fees or expenses owed by any Company entity and any agreements providing for the same shall have been terminated with no liability of the Company other than in connection with the Consenting Sponsor Claim Settlement; provided, however, that the foregoing shall not limit, reduce, modify or impair the Debtors’ or the Reorganized Debtors’ indemnification obligations of the Consenting Sponsors and their affiliates, which shall be assumed and unimpaired;

 

9)  all fees, expenses, and other amounts payable to the Consenting Noteholders pursuant to the Restructuring Support Agreement, the Equity Backstop Agreement , and the Debt Backstop Agreement, shall have been paid in full; and

 

10)  the Restructuring to be implemented on the Effective Date shall be consistent with the Plan and the Restructuring Support Agreement.

 

12


ANNEX 1

DEFINITIONS

 

1L Notes Claims    Any claim arising under, derived from, or based on the 1L Notes Indentures.
1L Notes Indentures    Those certain: (i) Indenture, dated as of March 14, 2012, among Hexion Inc., as Issuer, the Guarantors party thereto, and Wilmington Trust, National Association, as trustee, pursuant to which Hexion Inc. issued 6.625% First-Priority Senior Secured Notes due 2020; (ii) Indenture, dated as of April 15, 2015, among Hexion Inc., as Issuer, the Guarantors party thereto, and Wilmington Trust, National Association, as trustee, pursuant to which Hexion Inc. issued 10.00% First-Priority Senior Secured Notes due 2020; and (iii) Indenture, dated as of February 8, 2017, among Hexion Inc., as Issuer, the Guarantors party thereto, and Wilmington Trust, National Association, as trustee, pursuant to which Hexion Inc. issued 10.375% First-Priority Senior Secured Notes due 2022.
1.5L Advisors    Means (i) Jones Day, as counsel; (ii) Young Conaway Stargatt & Taylor LLP, as local counsel; and (iii) Perella Weinberg Partners, as financial advisor.
1.5L Notes Claims    Any claim arising under, derived from, or based on the 1.5L Notes Indenture.
1.5L Notes Indenture    That certain Indenture, dated as of February 8, 2017, among Hexion Inc., as Issuer, the Guarantors party thereto, and Wilmington Trust, National Association, as trustee, pursuant to which Hexion Inc. issued 13.75% Senior Secured Notes due 2022.
2L Notes Claims    Any claim arising under, derived from, or based on the 2L Notes Indenture.
2L Notes Indenture    That certain Indenture, dated as of November 5, 2010, among Hexion Inc. and Hexion Nova Scotia Finance, ULC as Issuers, the Guarantors party thereto, and Wilmington Trust Company, as trustee, pursuant to which Hexion Inc. issued 9.00% Second-Priority Senior Secured Notes due 2020.
ABL Agent    JPMorgan Chase Bank, N.A., as administrative agent under the ABL Agreement.

 

13


ABL Agreement    That certain Amended and Restated Asset-Based Revolving Credit Agreement, dated as of December 21, 2016, as amended, restated, supplemented or otherwise modified from time to time, by and among Hexion Inc., as U.S. borrower, certain subsidiaries of Hexion Inc. from time to time party thereto, as co-borrowers, the lenders party thereto from time to time, the ABL Agent, and the other parties thereto.
Administrative Claim    A Claim incurred by the Debtors on or after the Petition Date and before the Effective Date for a cost or expense of administration of the Chapter 11 Cases entitled to priority under sections 503(b), 507(a)(2), or 507(b) of the Bankruptcy Code.
Affiliate    With respect to any Person, all Persons that would fall within the definition assigned to such term in section 101(2) of the Bankruptcy Code, if such Person was a debtor in a case under the Bankruptcy Code.
Avoidance Actions    Means any and all avoidance, recovery, subordination, or other claims, actions, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, and 547 through and including 553 of the Bankruptcy Code.
Bankruptcy Rules    Means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court.
Causes of Action    Means any and all claims, actions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims (including all claims and any avoidance, recovery, subordination, or other actions against insiders and/or any other Entities under the Bankruptcy Code), whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, that are or may be pending on the Effective Date against any Entity, based in law or equity, including under the Bankruptcy Code, whether direct, indirect, derivative, or otherwise and whether asserted or unasserted as of the date of entry of the Confirmation Order.
Claim    As defined in section 101(5) of the Bankruptcy Code against a Debtor.

 

14


Class    Each class of Holders of Claims or Interests established under the Plan pursuant to section 1122(a) of the Bankruptcy Code.
Confirmation    Entry of the Confirmation Order on the docket of the Chapter 11 Cases, subject to the conditions set forth in the Plan.
Confirmation Order    The order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.
Consenting Noteholders    The Holders of 1L Notes Claims, 1.5L Notes Claims, 2L Notes Claims, and/or Unsecured Notes Claims who agree to support the Restructuring set forth in this Term Sheet and are parties to the Restructuring Support Agreement.
Consenting Sponsors    AIF Hexion Holdings, LP, AP Momentive Holdings, LLC, AIF Hexion Holdings II, L.P., and Apollo Investment Fund VI, L.P., in their respective capacities as holders of outstanding common equity of Hexion Holdings LLC.
Consummation    Means the occurrence of the Effective Date.
Crossover Advisors    (i) Milbank LLP, as co-counsel, (ii) Morris, Nichols, Arsht and Tunnel LLP, as co-counsel, and (iii) Houlihan Lokey Capital, Inc., as financial advisor.
Debt Backstop Agreement    That certain Debt Backstop Agreement, to be executed among the Debtors and the Debt Backstop Parties (including all exhibits, schedules, attachments and/or addendum thereto), pursuant to which the Debt Backstop Parties will agree to backstop the Exit Facility.
Debt Backstop Percentage    With respect to any Debt Backstop Party, such Debt Backstop Party’s percentage of the Debt Backstop Obligations as set forth opposite such Debt Backstop Party’s name under the column titled “Debt Backstop Percentage” on the Debt Backstop Allocation Schedule; provided, that nothing herein shall prohibit the consensual reallocation of such obligations among the Debt Backstop Parties.
DIP Agent    Means the administrative agent(s) under the DIP Facility, solely in its capacity as such.

 

15


DIP Credit Agreement    Means that certain senior secured debtor-in-possession credit agreement, dated as of April 1, 2019, as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms, by and among the Debtors, the DIP Lenders, and the DIP Agent.
DIP Facility    Means (i) a debtor-in-possession term loan financing facility in the amount of $350 million to be provided by certain lenders, with JPMorgan Chase Bank, N.A., as administrative and collateral agent, and (ii) a debtor-in-possession ABL facility in the amount of $350 million to be provided by certain lenders, with JPMorgan Chase Bank, N.A. as administrative and collateral agent. The proceeds of the DIP Facility shall be used for general corporate purposes and to provide adequate protection payments to Holders of 1L Notes Claims on the terms agreed in the orders approving the DIP Facility.
DIP Facility Claims    Any claim arising under, derived from, or based on the DIP Facility.
DIP Lenders    Means each of the lenders and their Affiliates under the DIP Facility, solely in their capacities as such.
Disclosure Statement    The disclosure statement in respect of the Plan.
Disclosure Statement Order    The order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code.
Effective Date    The first date upon which all of the conditions precedent to the effectiveness of the Plan have been satisfied or waived in accordance with the terms of the Plan.
Entity    As defined in section 101(15) of the Bankruptcy Code.
Equity Backstop Agreement    That certain Equity Backstop Agreement, to be executed among the Debtors and the Equity Backstop Parties (including all exhibits, schedules, attachments and/or addendum thereto), pursuant to which the Equity Backstop Parties will agree to backstop the Rights Offering on the terms set forth in this Term Sheet.
Equity Backstop Percentage    With respect to any Equity Backstop Party, such Equity Backstop Party’s percentage of the Equity Backstop Obligations as set forth opposite such Equity Backstop Party’s name under the column titled “Equity Backstop Percentage” on the Equity Backstop Allocation Schedule; provided, that nothing herein shall prohibit the consensual reallocation of such obligations among the Equity Backstop Parties.

 

16


Estate    As to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.
Exculpated Parties    Collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Consenting Noteholders; (d) the Equity Backstop Parties; (e) the Debt Backstop Parties; (f) the DIP Lenders; (g) the DIP Agent; (h) the Consenting Sponsors; and (i) with respect to each of the foregoing Entities in clauses (a) through (h), each such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, managers, principals, shareholders, members, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other professionals, and such Entities’ respective heirs, executors, Estate, servants, and nominees.
Existing Equity Interests    Shares of common stock in Hexion Holdings LLC, as well as Claims subject to subordination under section 510(b) of the Bankruptcy Code.
Exit ABL Agreement    That certain asset-based revolving credit agreement, which shall be on terms substantially consistent with those of the ABL Agreement.
Exit ABL Facility    A new asset-backed facility governed by the Exit ABL Agreement.
Final Order    An order entered by the Bankruptcy Court or other court of competent jurisdiction: (a) that has not been reversed, stayed, modified, amended, or revoked, and as to which (i) any right to appeal or seek leave to appeal, certiorari, review, reargument, stay, or rehearing has been waived or (ii) the time to appeal or seek leave to appeal, certiorari, review, reargument, stay, or rehearing has expired and no appeal, motion for leave to appeal, or petition for certiorari, review, reargument, stay, or rehearing is pending or (b) as to which an appeal has been taken, a motion for leave to appeal, or petition for certiorari, review, reargument, stay, or rehearing has been filed and (i) such appeal, motion for leave to appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which leave to appeal, certiorari, review, reargument, stay, or rehearing was sought and (ii) the time to appeal (in the event leave is granted) further or seek leave to appeal, certiorari, further review, reargument, stay, or rehearing has expired and no such appeal, motion for leave to appeal, or petition for certiorari, further review, reargument, stay, or rehearing is pending.

 

17


First Lien Advisors    (i) Akin Gump Strauss Hauer & Feld, LLP as counsel; (ii) Ashby & Geddes, as local counsel; and (iii) Evercore Group, L.L.C., as financial advisor.
General Unsecured Claim    Any Claim, other than an ABL Claim, a 1L Notes Claim, a 1.5L Notes Claim, a 2L Notes Claim, an Administrative Claim, a Professional Fee Claim, a Secured Tax Claim, an Other Secured Claim, a Priority Tax Claim, a Litigation Claim, an Intercompany Claim, any Claim subject to subordination under section 510(b) of the Bankruptcy Code, or an Other Priority Claim.
Holder    An Entity holding a Claim or Interest, as applicable.
Impaired    With respect to any Class of Claims or Interests, a Class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.
Intercompany Claim    A prepetition Claim held by a Debtor against a Debtor.
Intercompany Interest    An Interest in any Debtor other than Hexion Holdings LLC.
Interest    Any equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor.
Junior Notes Claims    All 1.5L Notes Claims, 2L Notes Claims, and Unsecured Notes Claims.
New Hexion Common Shares    Common equity interests in Reorganized Hexion.
Notes Claims    Any Claim that is a 1L Notes Claim, 1.5L Notes Claims, 2L Notes Claim, or Unsecured Notes Claim.
Other Priority Claim    Any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
Other Secured Claim    Any Secured Claim against any of the Debtors, other than an ABL Claim, a 1L Notes Secured Claim, a 1.5L Notes Secured Claim, or a 2L Notes Secured Claim.
Person    An individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated association, governmental entity, or political subdivision thereof, or any other entity.
Petition Date    The date on which the Debtors commence the Chapter 11 Cases.

 

18


Plan Supplement    All documents that are contained in any supplements filed in connection with the Plan.
Priority Tax Claims    Claims of governmental units of the type described in section 507(a)(8) of the Bankruptcy Code.
Professional    An entity employed pursuant to a Bankruptcy Court order in accordance with sections 327 or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the date of Confirmation, pursuant to sections 327, 328, 329, 330, or 331 of the Bankruptcy Code.
Professional Fee Claims    All Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been previously paid.
Put Option    On and subject to the terms and conditions of the Equity Backstop Agreement, including entry of the BCA Approval Order, each Equity Backstop Party shall grant to Hexion Inc. an option to require such Equity Backstop Party to purchase unsubscribed shares in the Rights Offering subject to the terms and conditions of the Equity Backstop Agreement. Upon the exercise of the Put Option, each Equity Backstop Party agrees, severally and not jointly, to purchase, and Hexion Inc. agrees to sell to such Equity Backstop Party at a price equal to the Rights Offering Purchase Price, the number of unsubscribed shares equal to (a) such Equity Backstop Party’s Equity Backstop Percentage multiplied by (b) the aggregate number of unsubscribed shares, rounded among the Equity Backstop Parties solely to avoid fractional shares as the Equity Backstop Parties may reasonably determine. The obligations of the Equity Backstop Parties as set forth above shall be referred to as the “Equity Backstop Obligations.”
Reinstated    With respect to Claims and Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code.
Released Parties    Collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Consenting Noteholders; (d) the Equity Backstop Parties; (e) the Debt Backstop Parties; (f) the DIP Lenders; (g) the DIP Agent; (h) the Consenting Sponsors; and (i) with respect to each of the foregoing Entities in clauses (a) through (h), each such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, managers, principals,

 

19


   shareholders, members, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other professionals, and such Entities’ respective heirs, executors, Estate, servants, and nominees; provided, that, with respect to the Equity Backstop Parties, the Debt Backstop Parties, and the Consenting Noteholders, the entities listed in clause “m” shall only be Releasing Parties to the extent such entities are managed or controlled by such Equity Backstop Parties, Debt Backstop Parties, or Consenting Noteholders.
Releasing Parties    Collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Consenting Noteholders; (d) the Equity Backstop Parties; (e) the Debt Backstop Parties; (f) the DIP Lenders; (g) the DIP Agent; (h) the Consenting Sponsors; (i) each Holder of a Claim or Interest who votes to accept the Plan; (j) each Holder of a Claim or Interest who is Unimpaired; (k) each Holder of a Claim or Interest who abstains from voting; (l) each Holder of a Claim or Interest who votes to reject the Plan but does not opt out of the releases provided in the Plan; and (m) with respect to each of the foregoing Entities in clauses (a) through (l), each such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates, managed accounts or funds, current and former officers, directors, managers, principals, shareholders, members, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors and other professionals, and such Entities’ respective heirs, executors, Estate, servants, and nominees; provided, that, with respect to the Equity Backstop Parties, the Debt Backstop Parties, and the Consenting Noteholders, the entities listed in clause “m” shall only be Releasing Parties to the extent such entities are managed or controlled by such Equity Backstop Parties, Debt Backstop Parties, or Consenting Noteholders.
Reorganized Debtors    The Debtors, as reorganized pursuant to and under the Plan or any successor thereto.
Reorganized Hexion    Hexion LLC, as reorganized pursuant to and under the Plan or any successor thereto, or such other entity type as determined by the Debtors and the Required Consenting Creditors.
Reorganized Hexion Board    The initial board of directors of Reorganized Hexion.

 

20


Rights    The rights to participate in the Rights Offerings on the terms set forth in the rights offering procedures.
Secured    When referring to a Claim: (a) secured by a lien on property in which any of Debtors has an interest, which lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) allowed pursuant to the Plan, or separate order of the Bankruptcy Court, as a secured claim.
Settlement Note    The $2.5 million senior unsecured note issued by Reorganized Hexion on the Effective Date, which shall (i) mature on March 31, 2020, (ii) be payable upon any public offering or listing of New Hexion Common Shares (or any other equity interests of the Reorganized Debtors) on The Nasdaq Global Select Market, The New York Stock Exchange, or any successor national securities exchanges, on or after the Effective Date, (iii) be freely transferrable by the holder, and (iv) contain other terms and conditions reasonably acceptable to the Required Consenting Parties.
Solicitation Materials    The solicitation materials in respect of the Plan.
Unimpaired    With respect to a Class of Claims or Interests, a Class of Claims or Interests that is not Impaired.
Unsecured Notes Claims    Any claim arising under, derived from, or based on the Unsecured Notes Indenture.
Unsecured Notes Indenture    That certain Indenture, dated as of December 15, 1987, between Hexion Inc. and the Bank of New York, as trustee, pursuant to which Hexion Inc. issued 9.200% debentures due 2021 and 7.875% debentures due 2023.

 

21


Exhibit 1 to Term Sheet

Release and Exculpation Provisions to be Included in the Plan

 

22


Releases by the Debtors

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed released and discharged by the Debtors, the Reorganized Debtors, and their Estates from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions (but excluding Avoidance Action brought as counterclaims or defenses to Claims asserted against the Debtors), the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, or any transaction contemplated by the Restructuring, or any contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the DIP Credit Agreement, the Debt Backstop Agreement, the Equity Backstop Agreement, the Exit Facility, the Exit ABL Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any post-Effective Date transaction contemplated by the Restructuring, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the Claims released by the Debtor Release; (3) in the best interests of the Debtors and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

 

23


Releases by Holders of Claims and Interests

Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, each Releasing Party is deemed to have released and discharged each Debtor, Reorganized Debtor, and Released Party from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the management, ownership, or operation thereof), the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement, or any transaction contemplated by Restructuring, or any contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan Supplement, the Rights Offering, the DIP Facility, the Debt Backstop Agreement, the Equity Backstop Agreement, the Exit Facility, the Exit ABL Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any party or Entity under the Plan, any post-Effective Date transaction contemplated by the Restructuring, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or (b) any individual from any claim related to an act or omission that is determined in a Final Order by a court competent jurisdiction to have constituted actual fraud or willful misconduct.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of this third-party release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that this third party release is: (1) consensual; (2) essential to the confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided by the Released Parties; (4) a good-faith settlement and compromise of the Claims released by the third-party release; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (8) a bar to any of the Releasing Parties asserting any claim or Cause of Action released pursuant to this third party release.

Exculpation

Notwithstanding anything contained herein to the contrary, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the Restructuring Support Agreement and related prepetition transactions, the Disclosure Statement,

 

24


the Plan, the Plan Supplement, or any transaction contemplated by Restructuring, or any contract, instrument, release or other agreement or document (including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the Disclosure Statement, the Plan, the Plan Supplement, the Restructuring Support Agreement, the Rights Offering, the DIP Facility, the DIP Credit Agreement, the Debt Backstop Agreement, the Equity Backstop Agreement, the Exit Facility, the Exit ABL Facility, the Filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan, except for claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

 

25


Exhibit B

Form of Joinder Agreement

The undersigned hereby acknowledges that it has reviewed and understands the Restructuring Support Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”) dated as of April 1, 2019 by and among (i) Hexion Holdings LLC (“Hexion”), Hexion LLC, Hexion Inc., Borden Holdings, LLC, Lawter International Inc., Hexion CI Holding Company (China) LLC, Hexion Nimbus Inc., Hexion Nimbus Asset Holdings LLC, Hexion Deer Park LLC, Hexion VAD LLC, Hexion 2 U.S. Finance Corp., Hexion HSM Holdings LLC, Hexion Investments Inc., Hexion International Inc., North American Sugar Industries Incorporated, Cuban-American Mercantile Corporation, The West India Company, NL Coop Holdings LLC, and Hexion Nova Scotia Finance ULC, (each, together with Hexion, a “Company Entity,” and collectively, and together with Hexion, the “Company”), (ii) certain beneficial holders (or investment managers, advisors, or subadvisors to certain beneficial holders) of those certain 1L Notes, 1.5L Notes, 2L Notes and Unsecured Notes (collectively, the “Consenting Creditors”), and (iii) certain holders of common equity of Hexion (the “Consenting Sponsors,” and, collectively with the Consenting Creditors, the “Consenting Parties”) and agrees to be bound as a Consenting Party by the terms and conditions thereof binding on the Consenting Parties with respect to all Claims/Interests held by the undersigned.1

The undersigned hereby makes the representations and warranties of the Consenting Parties set forth in the Agreement to each other Party, effective as of the date hereof.

This joinder agreement shall be governed by the governing law set forth in the Agreement.

 

Date:                     , 2019         
    [CONSENTING PARTY]
    By:  

 

    Name:  

 

    Title:  

 

    Address:  

 

 

Claims/Interests under the [                ]:       $                            
Other Claims/Interests:       $                            

 

 

1 

Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

EX-99.1

Exhibit 99.1

List of Filing Subsidiaries

 

1.

Lawter International Inc.

 

2.

Hexion CI Holding Company (China) LLC

 

3.

Hexion Nimbus Inc.

 

4.

Hexion Nimbus Asset Holdings LLC

 

5.

Hexion Deer Park LLC

 

6.

Hexion VAD LLC

 

7.

Hexion 2 U.S. Finance Corp.

 

8.

Hexion HSM Holdings LLC

 

9.

Hexion Investments Inc.

 

10.

Hexion International Inc.

 

11.

North American Sugar Industries Incorporated

 

12.

Cuban-American Mercantile Corporation

 

13.

The West India Company

 

14.

NL Coop Holdings LLC

 

15.

Hexion Nova Scotia Finance, ULC

EX-99.2
LOGO   

Hexion Inc.

 

180 East Broad Street

Columbus, OH 43215

hexion.com

  

Exhibit 99.2

 

NEWS RELEASE

FOR IMMEDIATE RELEASE

Hexion Inc. Reaches Consensual Restructuring Agreement with Vast Majority of

its Creditors to De-Lever Balance Sheet

To implement, U.S. Entities Voluntarily File for Reorganization under Chapter 11; Operations Outside U.S. Not Impacted

$300 Million of New Equity Infusion and $1.6 Billion of Committed Exit Financing; Strengthens Financial Position to Support Continued Investment in Long-Term Growth

All Business Segments Continuing to Operate as Normal; Committed to Safety and Delivering for Customers

Secures Commitments for $700 Million in Debtor-in-Possession Financing

Agreement Contemplates Trade Suppliers to be Paid-in-Full

COLUMBUS, Ohio – April 1, 2019 – Hexion Inc. (“Hexion” or the “Company”) today announced that it has entered into a Restructuring Support Agreement (“RSA”) with the vast majority of holders of each of the Company’s notes issuances, representing consensus across its capital structure, on the terms of a consensual financial de-leveraging plan (the “Plan”) that will strengthen the Company’s financial position and accelerate future growth. To implement the RSA, the Company, including substantially all of its U.S. subsidiaries and one non-operating entity based in Nova Scotia, Canada, has voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

All of Hexion’s global business segments are continuing to operate as normal, and Hexion’s operations outside the U.S. are not included in the Chapter 11 proceedings.

Under the RSA, creditors representing all tranches of the Company’s notes have agreed to support, and the Company has agreed to pursue, confirmation of the Plan. The RSA contemplates that the Plan will provide for, among other things: (1) significant de-leveraging of the Company’s capital structure by over $2.0 billion, (2) an infusion of $300 million in equity capital through a fully-backstopped rights offering, (3) a committed exit facility of over $1.6 billion, and (4) payment in full of the Company’s trade creditors, employees, and other general unsecured creditors. Consummation of the Plan will be subject to confirmation by the Bankruptcy Court in addition to other conditions to be set forth in the Plan.

“We are pleased to have reached an agreement with the vast majority of our creditors across our capital structure on a consensual financial de-leveraging plan that provides Hexion with a path forward to emerge that eliminates a significant portion of the Company’s debt and strengthens our competitive position,” said Craig A. Rogerson, Chairman, President and CEO of Hexion. “We believe that with a stronger balance sheet, Hexion will be better positioned to further invest in our specialty product portfolio and capitalize on positive industry growth trends and our market leading positions.”

Mr. Rogerson continued, “We appreciate the support of our creditors, and this agreement reflects their confidence in our business and our team as we continue executing our strategy and providing our customers with the high-quality products and service they expect. We are also committed to operating our business safely and efficiently while maintaining productive relationships with all of our business partners. I would like to thank our outstanding team for their continued dedication to our company. Supported by innovative research and development capabilities, strong strategic partnerships, an enviable global manufacturing footprint, blue-chip customers and a world-class team, this process better positions Hexion for investing in our long-term growth.”

 


Hexion has received commitments for $700 million in debtor-in-possession (“DIP”) financing, a portion of which will be used to pay off its asset-based revolving credit facility. Following court approval, this financing, combined with cash generated by the Company’s ongoing operations, is expected to be available and sufficient to meet Hexion’s operational and restructuring needs on a global basis.

In conjunction with the filing, the Company has filed a number of customary first day motions. These motions should allow the Company to continue to operate in the normal course of business without interruption or disruption to its relationships with its customers, suppliers, vendors and employees. The Company expects to receive Court approval for these requests. The Company intends to pay suppliers to the U.S. operations in full for all goods received and services rendered on or after the filing date. Payments to suppliers supporting operations outside of the U.S. will continue without interruption and in the normal course.

Additional Information

Additional information regarding Hexion’s restructuring is available at www.hexionrestructuring.com. Suppliers with questions can contact a dedicated hotline, toll-free at +1-614-225-2222 between the hours of 9 AM and 5 PM Eastern Time Monday through Friday. Court filings and information about the claims process are available at https://omnimgt.com/hexionrestructuring, by calling Hexion’s claims agent, Omni Management Group, at +1-888-204-1627 (or +1-818-906-8300 for international calls) or sending an email to hexion@omnimgt.com.

Advisors

Latham & Watkins LLP is serving as legal counsel, Moelis & Company LLC is serving as financial advisor, and AlixPartners, LLP is serving as restructuring advisor to Hexion.

About the Company

Based in Columbus, Ohio, Hexion Inc. is a global leader in thermoset resins. Hexion Inc. 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. Additional information about Hexion Inc. and its products is available at www.hexion.com.

Forward-Looking and Cautionary Statements

Certain statements in this press release are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “may,” “will,” “could,” “should,” “seek” or “intend” and similar expressions. Forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our filings with the SEC. While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to obtain the approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 cases and the outcomes of Bankruptcy Court rulings and the Chapter 11 cases in general, the effectiveness of the overall restructuring activities pursuant to the Chapter 11 filings and any additional strategies that we may employ to address our liquidity and capital resources, the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 cases, restrictions on us due to the terms of any debtor-in-possession credit facility that we may enter into in connection with the Chapter 11 cases and restrictions imposed by the Bankruptcy Court, the timing for resolving and any impact of the network security incident, a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the loss of, or difficulties with the further realization of, cost savings in connection with our strategic initiatives, the impact of our substantial indebtedness, our failure to comply with financial covenants under our credit facilities or other debt, pricing actions by our competitors that could affect our

 

2


operating margins, changes in governmental regulations and related compliance and litigation costs and the other factors listed in our SEC filings. For a more detailed discussion of these and other risk factors, see the Risk Factors section in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and our other filings made with the SEC. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Contact:

John Kompa

614-225-2223

john.kompa@hexion-inc.com

or

Michael Freitag / Meaghan Repko / Dan Moore

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 

3

EX-99.3

Confidential Exhibit 99.3 Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 0/0/0 128/128/128 187/224/227 51/51/153 255/255/255 0/153/153 153/204/0 Cleansing Materials March 2019 1 Confidential Exhibit 99.3 Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 0/0/0 128/128/128 187/224/227 51/51/153 255/255/255 0/153/153 153/204/0 Cleansing Materials March 2019 1


Confidential Subject to Substantial Revision Professional Eyes Only Disclaimer Subject to FRE 408 These discussion materials contain selected information about Hexion Inc. and its subsidiaries (collectively, the “Company”). The sole purpose of 0/0/0 these materials is to facilitate a discussion of a potential restructuring transaction (the “Transaction”). These materials are not intended to form the definite basis of any transaction or investment decision. These materials are not meant to be binding on the parties and do not constitute an offer or invitation for the sale or purchase of securities. Accordingly, the parties recognize that a full and complete agreement among the parties is not set 128/128/128 forth herein and the parties do not intend to be bound unless and until they enter into definitive documentation regarding the subject matter of these materials. Nothing in these materials shall be deemed a waiver of any rights of the Company. 187/224/227 The information herein has been provided by the Company or obtained from public and other sources. Neither the Company nor its agents make any representation or warranty, express or implied, as to the accuracy or completeness of these materials and the Company and its agents 51/51/153 expressly disclaim any liability with respect to these materials. Any projections, estimates and other forward looking statements with respect to the Company herein have been provided by the Company. No representation or warranty is given as to the achievability or reasonableness of any such projections, estimates or forward looking statements. Actual results may differ and such differences may be material. Only those representations 255/255/255 and warranties by the Company which may be made in a definitive agreement if and when finally executed, and subject to such limitations and restrictions as may be agreed, shall have any legal effect. 0/153/153 These materials are strictly confidential and are subject to a confidentiality agreement between the recipient and the Company. These materials must not be disclosed by the recipient to any person and may not be copied for any purpose without the prior written consent of the Company. 153/204/0 Each recipient acknowledges that some or all of such information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each recipient undertakes not to use any such information for any unlawful purpose. Any Transaction with the Company involves a high degree of risk. Any party to the Transaction should investigate, ask about and consider such risks in its due diligence investigation before entering into any Transaction. The Transaction has not been registered under the Securities Act of 1933 or any applicable state or foreign securities laws. The Company and the recipient agree that any and all discussions, negotiations and communications during and relating to these materials, including, without limitation, information or documents disclosed, shared or exchanged in connection with the parties' discussions of these materials, as well as the mere fact that such discussions have occurred or are occurring, are and shall be confidential, and to the fullest extent provided by law, protected as settlement discussions under Federal Rule of Evidence 408 and any applicable similar state or foreign laws or rules. 2 Confidential Subject to Substantial Revision Professional Eyes Only Disclaimer Subject to FRE 408 These discussion materials contain selected information about Hexion Inc. and its subsidiaries (collectively, the “Company”). The sole purpose of 0/0/0 these materials is to facilitate a discussion of a potential restructuring transaction (the “Transaction”). These materials are not intended to form the definite basis of any transaction or investment decision. These materials are not meant to be binding on the parties and do not constitute an offer or invitation for the sale or purchase of securities. Accordingly, the parties recognize that a full and complete agreement among the parties is not set 128/128/128 forth herein and the parties do not intend to be bound unless and until they enter into definitive documentation regarding the subject matter of these materials. Nothing in these materials shall be deemed a waiver of any rights of the Company. 187/224/227 The information herein has been provided by the Company or obtained from public and other sources. Neither the Company nor its agents make any representation or warranty, express or implied, as to the accuracy or completeness of these materials and the Company and its agents 51/51/153 expressly disclaim any liability with respect to these materials. Any projections, estimates and other forward looking statements with respect to the Company herein have been provided by the Company. No representation or warranty is given as to the achievability or reasonableness of any such projections, estimates or forward looking statements. Actual results may differ and such differences may be material. Only those representations 255/255/255 and warranties by the Company which may be made in a definitive agreement if and when finally executed, and subject to such limitations and restrictions as may be agreed, shall have any legal effect. 0/153/153 These materials are strictly confidential and are subject to a confidentiality agreement between the recipient and the Company. These materials must not be disclosed by the recipient to any person and may not be copied for any purpose without the prior written consent of the Company. 153/204/0 Each recipient acknowledges that some or all of such information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each recipient undertakes not to use any such information for any unlawful purpose. Any Transaction with the Company involves a high degree of risk. Any party to the Transaction should investigate, ask about and consider such risks in its due diligence investigation before entering into any Transaction. The Transaction has not been registered under the Securities Act of 1933 or any applicable state or foreign securities laws. The Company and the recipient agree that any and all discussions, negotiations and communications during and relating to these materials, including, without limitation, information or documents disclosed, shared or exchanged in connection with the parties' discussions of these materials, as well as the mere fact that such discussions have occurred or are occurring, are and shall be confidential, and to the fullest extent provided by law, protected as settlement discussions under Federal Rule of Evidence 408 and any applicable similar state or foreign laws or rules. 2


Confidential Subject to Substantial Revision Professional Eyes Only Hexion Presenters Subject to FRE 408 Craig Rogerson George Knight Doug Johns Mark Bidstrup 0/0/0 President & Executive Vice President & Executive Vice President & Senior Vice President & Chief Executive Officer Chief Financial Officer General Counsel Treasurer 128/128/128 § Has almost 40 years of § Has more than 20 years of § Has over 25 years of experience § Has more than 15 years of 187/224/227 experience in the chemicals chemicals industry experience in the chemicals industry chemicals industry experience industry and has served in a variety of § Served in a variety of rolls across § Has served in his current role positions across Hexion Hexion including Division CFO for 51/51/153 § Joined Hexion in July 2017 since 2010 Epoxy Phenolic Resins and Forest § Prior to his current position, § Prior to joining Hexion, Craig § Prior to becoming General Products George served as Senior Vice served as Chairman, President Counsel of Hexion, he was 255/255/255 President of Finance and § Joined Hexion’s predecessor and Chief Executive Officer of General Counsel of Momentive Treasurer from 2010 – 2016 and company Borden Chemical in Chemtura Corporation from 2008 Performance Materials served in a similar role for 2001 and Division Chief Financial 0/153/153 – 2017 Momentive Performance Materials § Prior to joining Hexion’s Officer of the Performance Resins § Has also served as President, predecessor company, Doug Group § Joined Hexion’s predecessor Chief Executive Officer and served as General Counsel for GE 153/204/0 company Borden Chemical in § Has also worked for Borden Director of Hercules Incorporated Advanced Materials 1997 and served in a variety of Foods in a variety of roles from 2003 – 2008 roles § Before his career in chemicals he § Previously held positions at § Joined Hercules in 1979, serving was a trial lawyer at the United § Has also worked for Duracell PricewaterhouseCoopers in a variety of leadership positions States Department of Justice and International, Inc. as Assistant until 1997 when he left to become was in private practice § Received his bachelor’s degree in Corporate Controller and then as President and CEO of Wacker accounting from the Ohio State Asia Pacific Finance Director § Received his bachelor’s degree Silicones Corporate. He re-joined University from Oberlin College, his MBA Hercules in 2000 as President of § Received his bachelor’s degree in from University of Massachusetts their BetzDearborn subsidiary economics from St. Anselm Amherst and his Law Degree from College and his master’s degree § Received a chemical engineering Northeastern School of Law in accounting from Syracuse degree from Michigan State University University 3 Confidential Subject to Substantial Revision Professional Eyes Only Hexion Presenters Subject to FRE 408 Craig Rogerson George Knight Doug Johns Mark Bidstrup 0/0/0 President & Executive Vice President & Executive Vice President & Senior Vice President & Chief Executive Officer Chief Financial Officer General Counsel Treasurer 128/128/128 § Has almost 40 years of § Has more than 20 years of § Has over 25 years of experience § Has more than 15 years of 187/224/227 experience in the chemicals chemicals industry experience in the chemicals industry chemicals industry experience industry and has served in a variety of § Served in a variety of rolls across § Has served in his current role positions across Hexion Hexion including Division CFO for 51/51/153 § Joined Hexion in July 2017 since 2010 Epoxy Phenolic Resins and Forest § Prior to his current position, § Prior to joining Hexion, Craig § Prior to becoming General Products George served as Senior Vice served as Chairman, President Counsel of Hexion, he was 255/255/255 President of Finance and § Joined Hexion’s predecessor and Chief Executive Officer of General Counsel of Momentive Treasurer from 2010 – 2016 and company Borden Chemical in Chemtura Corporation from 2008 Performance Materials served in a similar role for 2001 and Division Chief Financial 0/153/153 – 2017 Momentive Performance Materials § Prior to joining Hexion’s Officer of the Performance Resins § Has also served as President, predecessor company, Doug Group § Joined Hexion’s predecessor Chief Executive Officer and served as General Counsel for GE 153/204/0 company Borden Chemical in § Has also worked for Borden Director of Hercules Incorporated Advanced Materials 1997 and served in a variety of Foods in a variety of roles from 2003 – 2008 roles § Before his career in chemicals he § Previously held positions at § Joined Hercules in 1979, serving was a trial lawyer at the United § Has also worked for Duracell PricewaterhouseCoopers in a variety of leadership positions States Department of Justice and International, Inc. as Assistant until 1997 when he left to become was in private practice § Received his bachelor’s degree in Corporate Controller and then as President and CEO of Wacker accounting from the Ohio State Asia Pacific Finance Director § Received his bachelor’s degree Silicones Corporate. He re-joined University from Oberlin College, his MBA Hercules in 2000 as President of § Received his bachelor’s degree in from University of Massachusetts their BetzDearborn subsidiary economics from St. Anselm Amherst and his Law Degree from College and his master’s degree § Received a chemical engineering Northeastern School of Law in accounting from Syracuse degree from Michigan State University University 3


Confidential Subject to Substantial Revision Glossary of Terms Professional Eyes Only Subject to FRE 408 TERM ABBREV. TERM ABBREV. 0/0/0 Base Epoxy Resins and Intermediates BERI Liquid Epoxy Resins LER Bisphenol A BPA Margin Over Materials MOM 128/128/128 Bisphenol F BPF Medium-Density Fiberboard MDF 187/224/227 Coating, Civil Engineering, Adhesives and Distributors CCAD Melamine Formaldehyde Resins MF Coatings, Adhesives, Sealants and Elastomers CASE Methylene Diphenyl Disocyanate MDI 51/51/153 Combined-Cycle Gas Turbines CCGT Neodecanic Acid NDA 255/255/255 Concentrated Solar Power CSP Oriented Strand Board OSB 0/153/153 Engineered Thermosets ETS Original Equipment Manufacturers OEM Environmental, Health and Safety EHS Performance Adhesives PA 153/204/0 Epichlorohydrin ECH Phenolic Specialty Resins PSR Epoxy Specialty Resins EPS Plywood PW European Phenolic Resins Association EPRA Polycarbonate PC Fire, Smoke and Toxicity FST Redispersible Powders RDP Forest Products Division FPD Slow Release Nitrogen SRN Formaldehyde HCHO Versatic Acid and Derivatives VA&D Gas Turbine GT Volatile Organic Compound VOC Laminate and Derivatives LMD Waterborne WB Levelized Cost of Energy LCOE 4 Confidential Subject to Substantial Revision Glossary of Terms Professional Eyes Only Subject to FRE 408 TERM ABBREV. TERM ABBREV. 0/0/0 Base Epoxy Resins and Intermediates BERI Liquid Epoxy Resins LER Bisphenol A BPA Margin Over Materials MOM 128/128/128 Bisphenol F BPF Medium-Density Fiberboard MDF 187/224/227 Coating, Civil Engineering, Adhesives and Distributors CCAD Melamine Formaldehyde Resins MF Coatings, Adhesives, Sealants and Elastomers CASE Methylene Diphenyl Disocyanate MDI 51/51/153 Combined-Cycle Gas Turbines CCGT Neodecanic Acid NDA 255/255/255 Concentrated Solar Power CSP Oriented Strand Board OSB 0/153/153 Engineered Thermosets ETS Original Equipment Manufacturers OEM Environmental, Health and Safety EHS Performance Adhesives PA 153/204/0 Epichlorohydrin ECH Phenolic Specialty Resins PSR Epoxy Specialty Resins EPS Plywood PW European Phenolic Resins Association EPRA Polycarbonate PC Fire, Smoke and Toxicity FST Redispersible Powders RDP Forest Products Division FPD Slow Release Nitrogen SRN Formaldehyde HCHO Versatic Acid and Derivatives VA&D Gas Turbine GT Volatile Organic Compound VOC Laminate and Derivatives LMD Waterborne WB Levelized Cost of Energy LCOE 4


Confidential Subject to Substantial Revision Professional Eyes Only Table of Contents Subject to FRE 408 I. Company Overview 0/0/0 II. Business Unit Highlights & Detail 128/128/128 A. Forest Products Division 187/224/227 B. Base Epoxy Resins & Intermediates 51/51/153 C. Epoxy Specialty Resins D. Versatics 255/255/255 E. Phenolic Specialty Resins 0/153/153 F. Oilfield 153/204/0 III. Historical & Projected Financial Summary IV. Organizational Structure Appendix 5 Confidential Subject to Substantial Revision Professional Eyes Only Table of Contents Subject to FRE 408 I. Company Overview 0/0/0 II. Business Unit Highlights & Detail 128/128/128 A. Forest Products Division 187/224/227 B. Base Epoxy Resins & Intermediates 51/51/153 C. Epoxy Specialty Resins D. Versatics 255/255/255 E. Phenolic Specialty Resins 0/153/153 F. Oilfield 153/204/0 III. Historical & Projected Financial Summary IV. Organizational Structure Appendix 5


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 I. Company Overview Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 I. Company Overview


Confidential Subject to Substantial Revision Professional Eyes Only Hexion Business Overview Subject to FRE 408 Value-added global specialty chemical company with leading market positions across a broad range of diversified growing end markets Key Statistics Overview Leading Market Positions Globally 0/0/0 § Based in Columbus, OH, Hexion is the global #1 #1 #2 128/128/128 leader in thermoset resins Columbus, HQ – Through a broad range of thermoset OH 187/224/227 technologies and specialty products, the Forest Specialty Base Company serves and supports customers Product Epoxy Resins – Epoxy Resins Wind Energy in a diverse range of applications and Resins 51/51/153 Production industries 47 #1 #1 #2 1 Sites § The Company primarily operates through two 255/255/255 divisions: 0/153/153 – Forest Products Division (FPD): global Versatic Phenolic Resin-Coated 1 Acids™ & Specialty Employees ~4,300 leader in supplying resins, adhesives, Proppants Derivatives Resins wax emulsions, and ancillary products to 153/204/0 the forest products industry Diversified End Markets – Epoxy, Phenolic, and Coating Resins 1 Home Division (EPCD): leading global Other Patents >1,000 Architectural Construction 18% producer of epoxy specialty resins, 2% 17% modifiers, and curing agents Electronics 3% § The company’s global manufacturing and Q3 2018 commercial footprint, combined with leading Consumer/ General $3,784mm 2 Durable LTM Sales Construction R&D and technology capabilities allows it to Goods 16% serve a blue chip customer base across over 3% Wind Energy 90 countries Oil and Gas Q3 2018 10% 6% LTM Adj. $469mm Automotiv e 2 EBITDA (12.4%) 7% Furniture Industrial/ (margin) 8% Marine 10% Q3 2018 LTM Revenue of $3.8 Billion Source: Company Management (1) As of 12/31/2018 (2) Adjusted for business optimization initiatives, in-process synergies and ATG divestiture 7 Confidential Subject to Substantial Revision Professional Eyes Only Hexion Business Overview Subject to FRE 408 Value-added global specialty chemical company with leading market positions across a broad range of diversified growing end markets Key Statistics Overview Leading Market Positions Globally 0/0/0 § Based in Columbus, OH, Hexion is the global #1 #1 #2 128/128/128 leader in thermoset resins Columbus, HQ – Through a broad range of thermoset OH 187/224/227 technologies and specialty products, the Forest Specialty Base Company serves and supports customers Product Epoxy Resins – Epoxy Resins Wind Energy in a diverse range of applications and Resins 51/51/153 Production industries 47 #1 #1 #2 1 Sites § The Company primarily operates through two 255/255/255 divisions: 0/153/153 – Forest Products Division (FPD): global Versatic Phenolic Resin-Coated 1 Acids™ & Specialty Employees ~4,300 leader in supplying resins, adhesives, Proppants Derivatives Resins wax emulsions, and ancillary products to 153/204/0 the forest products industry Diversified End Markets – Epoxy, Phenolic, and Coating Resins 1 Home Division (EPCD): leading global Other Patents >1,000 Architectural Construction 18% producer of epoxy specialty resins, 2% 17% modifiers, and curing agents Electronics 3% § The company’s global manufacturing and Q3 2018 commercial footprint, combined with leading Consumer/ General $3,784mm 2 Durable LTM Sales Construction R&D and technology capabilities allows it to Goods 16% serve a blue chip customer base across over 3% Wind Energy 90 countries Oil and Gas Q3 2018 10% 6% LTM Adj. $469mm Automotiv e 2 EBITDA (12.4%) 7% Furniture Industrial/ (margin) 8% Marine 10% Q3 2018 LTM Revenue of $3.8 Billion Source: Company Management (1) As of 12/31/2018 (2) Adjusted for business optimization initiatives, in-process synergies and ATG divestiture 7


Confidential Subject to Substantial Revision Professional Eyes Only Business Highlights Subject to FRE 408 Hexion benefits from leading market positions in a diversified value-added product portfolio serving growing end markets 0/0/0 128/128/128 Leading market position across key business segments 1 187/224/227 Diversified product portfolio with broad exposure to attractive end-markets serving a blue- 51/51/153 2 chip customer base 255/255/255 Industry-leading R&D and technical service capabilities with robust pipeline of new 0/153/153 3 products 153/204/0 Significant investment in manufacturing footprint serving growing global end markets 4 Attractive financial performance positioned for growth – strong recent performance, low capex 5 and net working capital requirements and significant NOL value Experienced management team with extensive chemical industry knowledge 6 Source: Market Research, Company Management 8 Confidential Subject to Substantial Revision Professional Eyes Only Business Highlights Subject to FRE 408 Hexion benefits from leading market positions in a diversified value-added product portfolio serving growing end markets 0/0/0 128/128/128 Leading market position across key business segments 1 187/224/227 Diversified product portfolio with broad exposure to attractive end-markets serving a blue- 51/51/153 2 chip customer base 255/255/255 Industry-leading R&D and technical service capabilities with robust pipeline of new 0/153/153 3 products 153/204/0 Significant investment in manufacturing footprint serving growing global end markets 4 Attractive financial performance positioned for growth – strong recent performance, low capex 5 and net working capital requirements and significant NOL value Experienced management team with extensive chemical industry knowledge 6 Source: Market Research, Company Management 8


Leading Market Positions Across Key Confidential 1 Subject to Substantial Revision Professional Eyes Only Business Segments Subject to FRE 408 Forest Product Resins 0/0/0 § #1 global supplier of merchant formaldehyde and engineered wood adhesives to major engineered wood producers 128/128/128 Base Epoxy Resins 187/224/227 § #2 supplier of LER in North America and Europe for use primarily in coatings and construction applications 51/51/153 255/255/255 Specialty Epoxy Resins § #1 global supplier of infusion resins and bonding pastes for wind turbine blades 0/153/153 153/204/0 Versatic Acids™ & Derivatives § #1 global supplier of neodecanoic acid (NDA) and its derivatives VeoVa™ Vinyl Ester and Cardura™ Glycidyl Ester for use in architectural and automotive coatings Phenolic Specialty Resins § #1 supplier of phenolic specialty resins and engineered thermoset molding compounds in North America and Europe for use in automotive, aerospace and industrial applications Resin-Coated Proppants § #2 global supplier of resin-coated proppants for the oil and gas industry 9 Leading Market Positions Across Key Confidential 1 Subject to Substantial Revision Professional Eyes Only Business Segments Subject to FRE 408 Forest Product Resins 0/0/0 § #1 global supplier of merchant formaldehyde and engineered wood adhesives to major engineered wood producers 128/128/128 Base Epoxy Resins 187/224/227 § #2 supplier of LER in North America and Europe for use primarily in coatings and construction applications 51/51/153 255/255/255 Specialty Epoxy Resins § #1 global supplier of infusion resins and bonding pastes for wind turbine blades 0/153/153 153/204/0 Versatic Acids™ & Derivatives § #1 global supplier of neodecanoic acid (NDA) and its derivatives VeoVa™ Vinyl Ester and Cardura™ Glycidyl Ester for use in architectural and automotive coatings Phenolic Specialty Resins § #1 supplier of phenolic specialty resins and engineered thermoset molding compounds in North America and Europe for use in automotive, aerospace and industrial applications Resin-Coated Proppants § #2 global supplier of resin-coated proppants for the oil and gas industry 9


Diversified Product Portfolio with Broad Exposure Confidential 2 Subject to Substantial Revision to Attractive End-Markets Serving a Blue-Chip Professional Eyes Only Subject to FRE 408 Customer Base Hexion benefits from an exposure to growing end-markets 0/0/0 1 2 LTM Segment EBITDA by Business Segment End-Market Volume Growth (2016A – 2022 CAGR) 128/128/128 Construction ~4% Oilfield Phenolic (3%) Resins (PSR) 187/224/227 LER ~3% 7% Versatics BPA ~3% 51/51/153 9% Wind ~5% 255/255/255 Specialty Waterborne Coatings ~37% Epoxy (EPS) FPD 12% 54% 0/153/153 Industrial Production ~2% Automotive ~2% 153/204/0 Base Epoxy Aerospace ~6% (BERI) 20% NA RCS Proppant ~(3%) ~(10%) ~0% ~10% ~20% ~30% ~40% Source: IEA, EIA, Statista and IHS (1) Based on total LTM Segment EBITDA $446 million, adjusted for divested business and excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses (2) Shown for 2016A – 2022E CAGR except for NA RCS Proppant which is 2018E – 2022E 10 Diversified Product Portfolio with Broad Exposure Confidential 2 Subject to Substantial Revision to Attractive End-Markets Serving a Blue-Chip Professional Eyes Only Subject to FRE 408 Customer Base Hexion benefits from an exposure to growing end-markets 0/0/0 1 2 LTM Segment EBITDA by Business Segment End-Market Volume Growth (2016A – 2022 CAGR) 128/128/128 Construction ~4% Oilfield Phenolic (3%) Resins (PSR) 187/224/227 LER ~3% 7% Versatics BPA ~3% 51/51/153 9% Wind ~5% 255/255/255 Specialty Waterborne Coatings ~37% Epoxy (EPS) FPD 12% 54% 0/153/153 Industrial Production ~2% Automotive ~2% 153/204/0 Base Epoxy Aerospace ~6% (BERI) 20% NA RCS Proppant ~(3%) ~(10%) ~0% ~10% ~20% ~30% ~40% Source: IEA, EIA, Statista and IHS (1) Based on total LTM Segment EBITDA $446 million, adjusted for divested business and excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses (2) Shown for 2016A – 2022E CAGR except for NA RCS Proppant which is 2018E – 2022E 10


Industry-Leading R&D and Technical Service Confidential 3 Subject to Substantial Revision Professional Eyes Only Capabilities… Subject to FRE 408 Hexion’s continued investments in R&D have resulted in a significant portion of revenue being derived from new products 0/0/0 1 R&D Capabilities Revenue from New Products as % of Total Revenue 128/128/128 § 24 R&D sites with 300 R&D professionals 22.6% 187/224/227 – Key R&D innovation centers located strategically near 19.6% global customers and in proximity to large end markets 19.1% 18.7% 51/51/153 17.5% – R&D team engages in joint research and co- 255/255/255 development of next generation products with customers 0/153/153 § More than 1,000 patented products and 1,100 trademarks 153/204/0 2014A 2015A 2016A 2017A 2018A Q3 LTM § Rolling five-year new product revenue has represented on average ~20% of total revenue between 2014 and Q3 2018 LTM Source: Company Management (1) Reflects rolling five-year new product revenue 11 Industry-Leading R&D and Technical Service Confidential 3 Subject to Substantial Revision Professional Eyes Only Capabilities… Subject to FRE 408 Hexion’s continued investments in R&D have resulted in a significant portion of revenue being derived from new products 0/0/0 1 R&D Capabilities Revenue from New Products as % of Total Revenue 128/128/128 § 24 R&D sites with 300 R&D professionals 22.6% 187/224/227 – Key R&D innovation centers located strategically near 19.6% global customers and in proximity to large end markets 19.1% 18.7% 51/51/153 17.5% – R&D team engages in joint research and co- 255/255/255 development of next generation products with customers 0/153/153 § More than 1,000 patented products and 1,100 trademarks 153/204/0 2014A 2015A 2016A 2017A 2018A Q3 LTM § Rolling five-year new product revenue has represented on average ~20% of total revenue between 2014 and Q3 2018 LTM Source: Company Management (1) Reflects rolling five-year new product revenue 11


Confidential 3 Subject to Substantial Revision …With Robust Pipeline of New Products Professional Eyes Only Subject to FRE 408 0/0/0 128/128/128 187/224/227 51/51/153 255/255/255 0/153/153 Redacted 153/204/0 12 Confidential 3 Subject to Substantial Revision …With Robust Pipeline of New Products Professional Eyes Only Subject to FRE 408 0/0/0 128/128/128 187/224/227 51/51/153 255/255/255 0/153/153 Redacted 153/204/0 12


Significant Investment in Manufacturing Footprint Confidential 4 Subject to Substantial Revision Professional Eyes Only Serving Growing Global End Markets Subject to FRE 408 47 total active production sites around the world, serving more than 3,300 customers in approximately 90 countries creating a strong global footprint Locations 0/0/0 128/128/128 187/224/227 llllllllll lllllllllllllll 51/51/153 lllll lllllllllllllll lllll lllll llllllllll lllllllllllllllllllllllllllllllllll llllllllllllllllllll lllll lllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllll llllllllll llllllllll lllllllllllllll 255/255/255 llllllllllllllllllll llllllllllllllllllll lllllllllllllll lllllllllllllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllll lllll llllllllll llllllllllllllllllllllllllllll llllllllllllllllllll llllllllllllllllllllllllllllll lllllllllllllll llllllllllllllllllll lllllllllllllllllllllllll «««««llllllllll ««««««««««llllllllll ll««l«l««l«««««lllll llllllllllllllllllll lllllllllllllll llllllllll llllllllll lllllllllllllll lllllllllllllll llllllllllllllllllll lllllllllllllll 0/153/153 llllllllllllllllllll lllll lllllllllllllll llllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllllllllllllll lllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll llllllllll llllllllll llllllllll lllll 153/204/0 1 Revenue by Geographyllllllllll llllllllll llllllllll llllllllll llllllllll Asia Pacific HQ ««««««««««««««« «««««««««« 10% lllll lllllllllllllll EPCD EMEAlllll 27% lllll lllllllllllllll FPD lllll llllllllll llllllllll lllll llllllllll llllllllll JV llllllllllllllllllll llllllllll lllll llllllllll llllllllll lllllllllllllll llllllllll llllllllll lllllllllllllll R&D llllllllllllllllllllllllllllll llllllllllllllllllll llllllllll lllllllllllllll Americas 63% Source: Company Management (1) Based on 2017A 13 Significant Investment in Manufacturing Footprint Confidential 4 Subject to Substantial Revision Professional Eyes Only Serving Growing Global End Markets Subject to FRE 408 47 total active production sites around the world, serving more than 3,300 customers in approximately 90 countries creating a strong global footprint Locations 0/0/0 128/128/128 187/224/227 llllllllll lllllllllllllll 51/51/153 lllll lllllllllllllll lllll lllll llllllllll lllllllllllllllllllllllllllllllllll llllllllllllllllllll lllll lllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllll llllllllll llllllllll lllllllllllllll 255/255/255 llllllllllllllllllll llllllllllllllllllll lllllllllllllll lllllllllllllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllll lllll llllllllll llllllllllllllllllllllllllllll llllllllllllllllllll llllllllllllllllllllllllllllll lllllllllllllll llllllllllllllllllll lllllllllllllllllllllllll «««««llllllllll ««««««««««llllllllll ll««l«l««l«««««lllll llllllllllllllllllll lllllllllllllll llllllllll llllllllll lllllllllllllll lllllllllllllll llllllllllllllllllll lllllllllllllll 0/153/153 llllllllllllllllllll lllll lllllllllllllll llllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllllllllllllll lllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllll llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll llllllllll llllllllll llllllllll lllll 153/204/0 1 Revenue by Geographyllllllllll llllllllll llllllllll llllllllll llllllllll Asia Pacific HQ ««««««««««««««« «««««««««« 10% lllll lllllllllllllll EPCD EMEAlllll 27% lllll lllllllllllllll FPD lllll llllllllll llllllllll lllll llllllllll llllllllll JV llllllllllllllllllll llllllllll lllll llllllllll llllllllll lllllllllllllll llllllllll llllllllll lllllllllllllll R&D llllllllllllllllllllllllllllll llllllllllllllllllll llllllllll lllllllllllllll Americas 63% Source: Company Management (1) Based on 2017A 13


Confidential 5 Subject to Substantial Revision Financial Highlights Professional Eyes Only Subject to FRE 408 Strong growth outlook driven by improving pricing dynamics and secular trends, paired with low capex and NWC requirements, as well as significant NOL value 1 Strong Recent Earnings Momentum Robust Financial Outlook 0/0/0 EBITDA EBITDA Margin EBITDA EBITDA Margin 128/128/128 $470 $446 $445 187/224/227 $356 51/51/153 11.8% 255/255/255 10.4% 11.7% 11.7% 0/153/153 LTM Q3 2017 LTM Q3 2018 2018E 2019E 153/204/0 Attractive FCF Characteristics Significant NOL Value NOL Capital Expenditures as % of Revenue NTC as % of Revenue Korea Italy Brazil Country Tax Rate Value $25 $12 $7 Spain $6 United States 21% $241 Germany 8% 8% 8% 8% 8% 8% 8% $51 Netherlands 25% 86 7% 7% Netherlands Germany 15% 8 $342 Korea 25% 6 5% 4% Italy 24% 3 3% 3% 3% Brazil 34% 2 3% 3% 2% 2% Spain 25% 2 United States Total NOL Value $347 $1,147 1 LTM Segment EBITDA $446 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E 2 NOL Value / EBITDA 0.8x Total NOL Amount: $1,590 Source: Market Research, Company Management (1) EBITDA shown as Q3 2018 LTM Segment EBITDA pro forma for divested businesses (2) Represents the undiscounted face value of outstanding NOLs as of 12/31/2017 14 Confidential 5 Subject to Substantial Revision Financial Highlights Professional Eyes Only Subject to FRE 408 Strong growth outlook driven by improving pricing dynamics and secular trends, paired with low capex and NWC requirements, as well as significant NOL value 1 Strong Recent Earnings Momentum Robust Financial Outlook 0/0/0 EBITDA EBITDA Margin EBITDA EBITDA Margin 128/128/128 $470 $446 $445 187/224/227 $356 51/51/153 11.8% 255/255/255 10.4% 11.7% 11.7% 0/153/153 LTM Q3 2017 LTM Q3 2018 2018E 2019E 153/204/0 Attractive FCF Characteristics Significant NOL Value NOL Capital Expenditures as % of Revenue NTC as % of Revenue Korea Italy Brazil Country Tax Rate Value $25 $12 $7 Spain $6 United States 21% $241 Germany 8% 8% 8% 8% 8% 8% 8% $51 Netherlands 25% 86 7% 7% Netherlands Germany 15% 8 $342 Korea 25% 6 5% 4% Italy 24% 3 3% 3% 3% Brazil 34% 2 3% 3% 2% 2% Spain 25% 2 United States Total NOL Value $347 $1,147 1 LTM Segment EBITDA $446 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E 2 NOL Value / EBITDA 0.8x Total NOL Amount: $1,590 Source: Market Research, Company Management (1) EBITDA shown as Q3 2018 LTM Segment EBITDA pro forma for divested businesses (2) Represents the undiscounted face value of outstanding NOLs as of 12/31/2017 14


Confidential 6 Subject to Substantial Revision Experienced Management Team Professional Eyes Only Subject to FRE 408 Experienced senior leadership team with an average of ~25 years of industry experience Craig Rogerson CEO 0/0/0 128/128/128 Hexion tenure: 1 Industry tenure: 39 187/224/227 51/51/153 Doug Johns Matt Sokol Paul Barletta George Knight John Auletto EVP & General Chief Administrative 255/255/255 EVP, Operations EVP/CFO EVP/HR Counsel Officer 0/153/153 153/204/0 Hexion tenure: 17 Hexion tenure: 11 Hexion tenure: 9 Hexion tenure: 21 Hexion tenure: 1 Industry tenure: 20+ Industry tenure: 30+ Industry tenure: 25+ Industry tenure: 21 Industry tenure: 10+ Mark Bidstrup Nathan Fisher SVP & Treasurer EVP, Procurement Hexion tenure: 17 Hexion tenure: 14 Industry tenure: 17 Industry tenure: 20+ 15 Confidential 6 Subject to Substantial Revision Experienced Management Team Professional Eyes Only Subject to FRE 408 Experienced senior leadership team with an average of ~25 years of industry experience Craig Rogerson CEO 0/0/0 128/128/128 Hexion tenure: 1 Industry tenure: 39 187/224/227 51/51/153 Doug Johns Matt Sokol Paul Barletta George Knight John Auletto EVP & General Chief Administrative 255/255/255 EVP, Operations EVP/CFO EVP/HR Counsel Officer 0/153/153 153/204/0 Hexion tenure: 17 Hexion tenure: 11 Hexion tenure: 9 Hexion tenure: 21 Hexion tenure: 1 Industry tenure: 20+ Industry tenure: 30+ Industry tenure: 25+ Industry tenure: 21 Industry tenure: 10+ Mark Bidstrup Nathan Fisher SVP & Treasurer EVP, Procurement Hexion tenure: 17 Hexion tenure: 14 Industry tenure: 17 Industry tenure: 20+ 15


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 II. Business Unit Highlights & Detail Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 II. Business Unit Highlights & Detail


Confidential Subject to Substantial Revision Diversified Product Portfolio Professional Eyes Only Subject to FRE 408 Hexion has a broadly diversified portfolio of specialty chemical products serving growing global end markets 1,2 1,2 Revenue Segment EBITDA 0/0/0 128/128/128 FPD EPCD 44% 187/224/227 46% FPD EPCD 54% 56% 51/51/153 255/255/255 0/153/153 153/204/0 6 6 5 Phenolic Phenolic Oilfield Oilfield Resins (PSR) 5 Resins (PSR) 2% (3%) Versatics 15% 7% 4 9% 1 Versatics 4 Specialty FPD 6% 3 Epoxy (EPS) 1 44% 12% FPD 54% Specialty 3 Epoxy (EPS) 19% Base Epoxy Base Epoxy (BERI) 2 (BERI) 20% 2 15% Total LTM Revenue of $3.8 Billion FPD EPCD Total LTM Segment EBITDA of $446 Million (1) Based on Q3 2018 LTM financial performance (2) Charts excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses 17 Confidential Subject to Substantial Revision Diversified Product Portfolio Professional Eyes Only Subject to FRE 408 Hexion has a broadly diversified portfolio of specialty chemical products serving growing global end markets 1,2 1,2 Revenue Segment EBITDA 0/0/0 128/128/128 FPD EPCD 44% 187/224/227 46% FPD EPCD 54% 56% 51/51/153 255/255/255 0/153/153 153/204/0 6 6 5 Phenolic Phenolic Oilfield Oilfield Resins (PSR) 5 Resins (PSR) 2% (3%) Versatics 15% 7% 4 9% 1 Versatics 4 Specialty FPD 6% 3 Epoxy (EPS) 1 44% 12% FPD 54% Specialty 3 Epoxy (EPS) 19% Base Epoxy Base Epoxy (BERI) 2 (BERI) 20% 2 15% Total LTM Revenue of $3.8 Billion FPD EPCD Total LTM Segment EBITDA of $446 Million (1) Based on Q3 2018 LTM financial performance (2) Charts excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses 17


Confidential Subject to Substantial Revision Professional Eyes Only Forest Products Division Subject to FRE 408 Global leader in formaldehyde resins and wood adhesives 1 FPD Business Unit Overview 0/0/0 N.A. Formaldehyde Wood Adhesives 128/128/128 § Key ingredients for wood products 187/224/227 § Essential chemical precursor § Produces wood adhesives, used for binding ingredients in wood § Produces formaldehyde for the merchant markets, as well as for products including oriented strand board, plywood, medium-density internal uses 51/51/153 fiberboard and particleboard 255/255/255 #1 global supplier of merchant formaldehyde #1 supplier of wood adhesives to major engineered wood producers 0/153/153 153/204/0 Consumer Construction/ Automotive Goods Repair & Furniture Agriculture Remodel Construction Energy Source: Company Management 18 Selected End Position Description Competitors Markets Confidential Subject to Substantial Revision Professional Eyes Only Forest Products Division Subject to FRE 408 Global leader in formaldehyde resins and wood adhesives 1 FPD Business Unit Overview 0/0/0 N.A. Formaldehyde Wood Adhesives 128/128/128 § Key ingredients for wood products 187/224/227 § Essential chemical precursor § Produces wood adhesives, used for binding ingredients in wood § Produces formaldehyde for the merchant markets, as well as for products including oriented strand board, plywood, medium-density internal uses 51/51/153 fiberboard and particleboard 255/255/255 #1 global supplier of merchant formaldehyde #1 supplier of wood adhesives to major engineered wood producers 0/153/153 153/204/0 Consumer Construction/ Automotive Goods Repair & Furniture Agriculture Remodel Construction Energy Source: Company Management 18 Selected End Position Description Competitors Markets


Confidential Subject to Substantial Revision Professional Eyes Only Epoxy, Phenolic & Coating Resins Division Subject to FRE 408 Diverse business mix with leading market positions in a broad range of growing end markets EPCD Business Unit Overview 0/0/0 BERI EPS Versatics PSR Oilfield 2 3 4 5 6 128/128/128 $218m $49m 23% $562m $40m 7% $73m ($16m) n/m $552m $110m 20% $702m $64m 9% Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue EBITDA EBITDA EBITDA EBITDA EBITDA EBITDA 187/224/227 margin margin margin margin margin § Base Epoxy Resins & § Epoxy Specialty Resins § Global producer of specialty § Leading global producer of § Leading producer of phenolic 51/51/153 Intermediates (“BERI”) is a (“EPS”) is a leading supplier of monomers that provide superior Phenolic Specialty Resins resin encapsulated sand for leading producer of epoxy and specialty epoxy materials value in diverse coatings and (“PSR”) and engineered oilfield applications epoxy intermediates including bonding paste, construction formulations thermoset molding compounds infusion systems and 255/255/255 waterborne coatings New Product launch offers unique #2 #1 #1 #1 supplier of LER in North global supplier of infusion resins global supplier of neodecanoic supplier of phenolic specialty opportunity to improve strategic 0/153/153 America and Europe and bonding pastes for blade acid (NDA) and its derivatives resins and engineered thermoset positioning in the Oil & Gas end manufacturers VeoVa™ Vinyl Ester and Cardura™ molding compounds in North America markets Glycidyl Ester and Europe 153/204/0 Architectural Coatings Oil & Gas Waterborne Construction Automotive Industrial Coatings 20% 12% 9% 7% (3%) Source: Company Management (1) Excludes corporate overhead expenses, as well as EPCD administrative expenses (2) Based on total LTM Segment EBITDA $446 million, adjusted for divested business and excluding corporate administrative results 19 Selected % of LTM End Compe- 1 Total Position Description 9/30/18A Markets titors 2 EBITDA Financials Confidential Subject to Substantial Revision Professional Eyes Only Epoxy, Phenolic & Coating Resins Division Subject to FRE 408 Diverse business mix with leading market positions in a broad range of growing end markets EPCD Business Unit Overview 0/0/0 BERI EPS Versatics PSR Oilfield 2 3 4 5 6 128/128/128 $218m $49m 23% $562m $40m 7% $73m ($16m) n/m $552m $110m 20% $702m $64m 9% Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue EBITDA EBITDA EBITDA EBITDA EBITDA EBITDA 187/224/227 margin margin margin margin margin § Base Epoxy Resins & § Epoxy Specialty Resins § Global producer of specialty § Leading global producer of § Leading producer of phenolic 51/51/153 Intermediates (“BERI”) is a (“EPS”) is a leading supplier of monomers that provide superior Phenolic Specialty Resins resin encapsulated sand for leading producer of epoxy and specialty epoxy materials value in diverse coatings and (“PSR”) and engineered oilfield applications epoxy intermediates including bonding paste, construction formulations thermoset molding compounds infusion systems and 255/255/255 waterborne coatings New Product launch offers unique #2 #1 #1 #1 supplier of LER in North global supplier of infusion resins global supplier of neodecanoic supplier of phenolic specialty opportunity to improve strategic 0/153/153 America and Europe and bonding pastes for blade acid (NDA) and its derivatives resins and engineered thermoset positioning in the Oil & Gas end manufacturers VeoVa™ Vinyl Ester and Cardura™ molding compounds in North America markets Glycidyl Ester and Europe 153/204/0 Architectural Coatings Oil & Gas Waterborne Construction Automotive Industrial Coatings 20% 12% 9% 7% (3%) Source: Company Management (1) Excludes corporate overhead expenses, as well as EPCD administrative expenses (2) Based on total LTM Segment EBITDA $446 million, adjusted for divested business and excluding corporate administrative results 19 Selected % of LTM End Compe- 1 Total Position Description 9/30/18A Markets titors 2 EBITDA Financials


Confidential Subject to Substantial Revision Professional Eyes Only Business Unit Highlights Subject to FRE 408 Hexion benefits from positive growth outlooks in its diversified portfolio of business units 1 § #1 positions in North America, Brazil, New Zealand and Australia across both Formaldehyde and Wood Adhesives with 70 years of operating 0/0/0 history § Wood Adhesives growth is driven by new housing starts and demand for repair and remodeling 128/128/128 - 2017 new housing starts are still 42% below the ’05 peak with a positive outlook FPD - Aging housing stock should drive repair and remodeling demand as greater than 50% of homes in 2020 are projected to be greater than 40 years old 187/224/227 § Formaldehyde growth is driven by industrial production growth with diverse applications and end markets § Capital investments of ~$120m in the last four years to build three state-of-the-art formaldehyde facilities 51/51/153 § Long standing customer relationships and high earnings visibility from long-term contracts 2 § Near and longer term outlook for BERI is positive as market capacity is expected to remain tight for at least the next two years 255/255/255 - BERI 2018E EBITDA is $101mm, up from $9mm EBITDA in 2016 driven by improved pricing dynamics BERI § Backward integration allows EPS and Versatics to secure captive demand during tight markets by providing customers with security of supply in terms of quantity and quality 0/153/153 3 § Anticipated uplift in end market demand for wind energy stemming from a shift to alternatives and government subsidies 153/204/0 - EPS currently derives ~50% of its revenues from the wind energy market - China has increased its number of planned wind installations; China’s 2020 forecast shows a 100% increase over the 2015 forecast EPS - ~10% projected CAGR in the global wind turbine blade repair market § Strong technical expertise and brand recognition for high quality waterborne resins should allow Company to capitalize on expected waterborne coatings market growth 4 § Exposure to broad applications poised to benefit from growth in residential & infrastructure spending, urbanization trends and demands for higher performance products VERSATICS § Positive industry trends in global paints and coatings, automotive production and global infrastructure spending 5 § Leading positions in North America and Europe and globally recognizable brands create defensible competitive position for PSR driving long- term outperformance PSR § Exposure to broad end segments poised to benefit from demand for safer and more sustainable chemistries 6 § The decline in oil prices has driven a secular shift from the use of resin-coated sand to uncoated sand by E&P companies OILFIELD § Hexion has recently launched new products, PropShield™ and VoyagerSM mobile units, that should attract demand from both its existing customer base and prospective new customers Source: Market Research, Company Management 20 EPCD Confidential Subject to Substantial Revision Professional Eyes Only Business Unit Highlights Subject to FRE 408 Hexion benefits from positive growth outlooks in its diversified portfolio of business units 1 § #1 positions in North America, Brazil, New Zealand and Australia across both Formaldehyde and Wood Adhesives with 70 years of operating 0/0/0 history § Wood Adhesives growth is driven by new housing starts and demand for repair and remodeling 128/128/128 - 2017 new housing starts are still 42% below the ’05 peak with a positive outlook FPD - Aging housing stock should drive repair and remodeling demand as greater than 50% of homes in 2020 are projected to be greater than 40 years old 187/224/227 § Formaldehyde growth is driven by industrial production growth with diverse applications and end markets § Capital investments of ~$120m in the last four years to build three state-of-the-art formaldehyde facilities 51/51/153 § Long standing customer relationships and high earnings visibility from long-term contracts 2 § Near and longer term outlook for BERI is positive as market capacity is expected to remain tight for at least the next two years 255/255/255 - BERI 2018E EBITDA is $101mm, up from $9mm EBITDA in 2016 driven by improved pricing dynamics BERI § Backward integration allows EPS and Versatics to secure captive demand during tight markets by providing customers with security of supply in terms of quantity and quality 0/153/153 3 § Anticipated uplift in end market demand for wind energy stemming from a shift to alternatives and government subsidies 153/204/0 - EPS currently derives ~50% of its revenues from the wind energy market - China has increased its number of planned wind installations; China’s 2020 forecast shows a 100% increase over the 2015 forecast EPS - ~10% projected CAGR in the global wind turbine blade repair market § Strong technical expertise and brand recognition for high quality waterborne resins should allow Company to capitalize on expected waterborne coatings market growth 4 § Exposure to broad applications poised to benefit from growth in residential & infrastructure spending, urbanization trends and demands for higher performance products VERSATICS § Positive industry trends in global paints and coatings, automotive production and global infrastructure spending 5 § Leading positions in North America and Europe and globally recognizable brands create defensible competitive position for PSR driving long- term outperformance PSR § Exposure to broad end segments poised to benefit from demand for safer and more sustainable chemistries 6 § The decline in oil prices has driven a secular shift from the use of resin-coated sand to uncoated sand by E&P companies OILFIELD § Hexion has recently launched new products, PropShield™ and VoyagerSM mobile units, that should attract demand from both its existing customer base and prospective new customers Source: Market Research, Company Management 20 EPCD


Confidential 1 Subject to Substantial Revision FPD: Wood Adhesives Positioned For Growth Professional Eyes Only Subject to FRE 408 FPD should continue to benefit from favorable outlooks in both new housing starts and remodeling demand due to the Company’s strong position as the leading supplier in the housing sector 0/0/0 Aging Housing Stock Will Drive Repair and Remodeling Demand 128/128/128 60% 50% 187/224/227 40% 30% Redacted 51/51/153 20% 10% 0% 255/255/255 0-9 10-19 20-29 30-39 >40 Age (Years) 1995 2005 2016 2020E 0/153/153 153/204/0 Continued Strength in U.S. Housing Starts Drives Demand for Wood Products 3 Housing starts remain 42% lower than 2005 highs 2 1 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 U.S. Housing Starts (milllions) Source: IBIS 21 Confidential 1 Subject to Substantial Revision FPD: Wood Adhesives Positioned For Growth Professional Eyes Only Subject to FRE 408 FPD should continue to benefit from favorable outlooks in both new housing starts and remodeling demand due to the Company’s strong position as the leading supplier in the housing sector 0/0/0 Aging Housing Stock Will Drive Repair and Remodeling Demand 128/128/128 60% 50% 187/224/227 40% 30% Redacted 51/51/153 20% 10% 0% 255/255/255 0-9 10-19 20-29 30-39 >40 Age (Years) 1995 2005 2016 2020E 0/153/153 153/204/0 Continued Strength in U.S. Housing Starts Drives Demand for Wood Products 3 Housing starts remain 42% lower than 2005 highs 2 1 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 U.S. Housing Starts (milllions) Source: IBIS 21


Confidential 1 Subject to Substantial Revision FPD: Strong Formaldehyde Performance Professional Eyes Only Subject to FRE 408 Premier market leader in a stable business with high returns on invested capital that has broad end market exposure and long-term contracts 0/0/0 Diversified End Markets Automotive Consumer Agriculture Healthcare Misc. 128/128/128 /Aircraft Goods § Herbicides § Engine and § Disinfectants § Preservative in § Ingredient in § Fertilizer turbine § Input for beauty and textiles 187/224/227 lubricants manufacturing personal care § Inks § Interior molded vaccines, anti- products § Ingredient in and under-the- infective drugs (e.g., shampoo, explosives hood and hard-gel nail polish, nail § Wood adhesive 51/51/153 components capsules glue, eyelash resins § Exterior primers glue, § Used in the § Clear coat paints body wash) production of § Brake fuel pads § Spandex scavengers in oil § Fuel system & gas 255/255/255 components applications § Rigid foam 0/153/153 153/204/0 Redacted Favorable Long-Term Contracts § Formaldehyde business supports over 400 active customers § Product portfolio includes over 150 unique SKUs § Length of a typical contract is 3-10 years § ~90% of merchant HCHO revenue is under contract § 4 largest customers locked up under contracts for the next 5 years Source: Company Management 22 Confidential 1 Subject to Substantial Revision FPD: Strong Formaldehyde Performance Professional Eyes Only Subject to FRE 408 Premier market leader in a stable business with high returns on invested capital that has broad end market exposure and long-term contracts 0/0/0 Diversified End Markets Automotive Consumer Agriculture Healthcare Misc. 128/128/128 /Aircraft Goods § Herbicides § Engine and § Disinfectants § Preservative in § Ingredient in § Fertilizer turbine § Input for beauty and textiles 187/224/227 lubricants manufacturing personal care § Inks § Interior molded vaccines, anti- products § Ingredient in and under-the- infective drugs (e.g., shampoo, explosives hood and hard-gel nail polish, nail § Wood adhesive 51/51/153 components capsules glue, eyelash resins § Exterior primers glue, § Used in the § Clear coat paints body wash) production of § Brake fuel pads § Spandex scavengers in oil § Fuel system & gas 255/255/255 components applications § Rigid foam 0/153/153 153/204/0 Redacted Favorable Long-Term Contracts § Formaldehyde business supports over 400 active customers § Product portfolio includes over 150 unique SKUs § Length of a typical contract is 3-10 years § ~90% of merchant HCHO revenue is under contract § 4 largest customers locked up under contracts for the next 5 years Source: Company Management 22


Confidential 2 Subject to Substantial Revision BERI: Overview and Market Outlook Professional Eyes Only Subject to FRE 408 Tightening capacity in the basic epoxy market with no announcements of any significant new capacity additions provides a favorable outlook for BERI Overview & Industry 0/0/0 BERI Dependent on Global Industry Capacity Outlook § BERI is a leading, back- Capacity YoY 128/128/128 integrated producer that is Growth %: well positioned in the LER 1 ECH : segment. It provides security 6% 17% 3% (2%) (3%) (7%) (6%) 8% 5% 187/224/227 of LER and ECH supply to 2 the downstream EPS BPA : 3% 5% 9% 0% 5% 2% 3% 1% 2% business as well as ECH for 51/51/153 the Versatics business BPA, ECH and LER expected global demand CAGR to reach 3.3%, 3.3% and 5.0% CAGR, respectively, from 2011-2019 255/255/255 § Expected tightness in the global BPA industry from $107 2018-2019, due to demand $101 0/153/153 approaching capacity, as PC (Polycarbonate) and LER 153/204/0 demand continue to grow $73 – Currently, limited capacity additions $47 $40 have been announced in BPA, ECH and LER – BPA, ECH and LER expected global $9 $9 demand to reach 4.4%, 3.0% and 3.4% CAGR, respectively, from 2018-2022 ($14) ($27) § Industry dynamics are expected to remain steady 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018E 2019E through at least 2019 BERI EBITDA Global Industry Capacity Source: Company Management (1) Epichlorohydrin (ECH) is used for epoxy resins, reactive diluents and water treatment (2) Bisphenol A (BPA) is used for epoxy resins as well as polycarbonate plastics for automotive parts, flat screen TV’s and other uses 23 Confidential 2 Subject to Substantial Revision BERI: Overview and Market Outlook Professional Eyes Only Subject to FRE 408 Tightening capacity in the basic epoxy market with no announcements of any significant new capacity additions provides a favorable outlook for BERI Overview & Industry 0/0/0 BERI Dependent on Global Industry Capacity Outlook § BERI is a leading, back- Capacity YoY 128/128/128 integrated producer that is Growth %: well positioned in the LER 1 ECH : segment. It provides security 6% 17% 3% (2%) (3%) (7%) (6%) 8% 5% 187/224/227 of LER and ECH supply to 2 the downstream EPS BPA : 3% 5% 9% 0% 5% 2% 3% 1% 2% business as well as ECH for 51/51/153 the Versatics business BPA, ECH and LER expected global demand CAGR to reach 3.3%, 3.3% and 5.0% CAGR, respectively, from 2011-2019 255/255/255 § Expected tightness in the global BPA industry from $107 2018-2019, due to demand $101 0/153/153 approaching capacity, as PC (Polycarbonate) and LER 153/204/0 demand continue to grow $73 – Currently, limited capacity additions $47 $40 have been announced in BPA, ECH and LER – BPA, ECH and LER expected global $9 $9 demand to reach 4.4%, 3.0% and 3.4% CAGR, respectively, from 2018-2022 ($14) ($27) § Industry dynamics are expected to remain steady 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018E 2019E through at least 2019 BERI EBITDA Global Industry Capacity Source: Company Management (1) Epichlorohydrin (ECH) is used for epoxy resins, reactive diluents and water treatment (2) Bisphenol A (BPA) is used for epoxy resins as well as polycarbonate plastics for automotive parts, flat screen TV’s and other uses 23


End Markets Poised to Drive Strong Confidential 3 Subject to Substantial Revision Professional Eyes Only Performance in EPS Subject to FRE 408 Favorable dynamics in waterborne coatings and wind energy should drive strong growth for EPS 1 EPS End Markets by Revenue Global Waterborne Coatings Growth 0/0/0 Waterborne (kT) Other Coatings 128/128/128 12% 9% 330-340 Composites 7% 187/224/227 220-230 51/51/153 150-160 Coatings 100-110 22% 70-80 255/255/255 60-70 Wind 40-50 40-50 40-50 30-40 30-40 Energy 50% 0/153/153 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 153/204/0 China Cumulative Wind Installation Increasing Number of Global Wind Turbine Blade Repairs 320 70,000 280 60,000 240 50,000 2020 200 Forecast 40,000 160 30,000 2015 120 O Origi riginal nal 80 20,000 Forecast 40 10,000 0 0 2012 2013 2014 2015 2016 2017 2018 2019 2020 Current Installations Forecasted Installations Source: Company Management (1) LTM as of March 31, 2018 24 End Markets Poised to Drive Strong Confidential 3 Subject to Substantial Revision Professional Eyes Only Performance in EPS Subject to FRE 408 Favorable dynamics in waterborne coatings and wind energy should drive strong growth for EPS 1 EPS End Markets by Revenue Global Waterborne Coatings Growth 0/0/0 Waterborne (kT) Other Coatings 128/128/128 12% 9% 330-340 Composites 7% 187/224/227 220-230 51/51/153 150-160 Coatings 100-110 22% 70-80 255/255/255 60-70 Wind 40-50 40-50 40-50 30-40 30-40 Energy 50% 0/153/153 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 153/204/0 China Cumulative Wind Installation Increasing Number of Global Wind Turbine Blade Repairs 320 70,000 280 60,000 240 50,000 2020 200 Forecast 40,000 160 30,000 2015 120 O Origi riginal nal 80 20,000 Forecast 40 10,000 0 0 2012 2013 2014 2015 2016 2017 2018 2019 2020 Current Installations Forecasted Installations Source: Company Management (1) LTM as of March 31, 2018 24


Confidential 4 Subject to Substantial Revision Versatics Positioned for Growth Professional Eyes Only Subject to FRE 408 Versatics poised to realize growth over the near‐term, especially in developing regions where products have a strong presence Versatics Diversified End Markets Global Paints & Coating Growth¹ 0/0/0 Other Adhesives 6.5% 7.0% 6% 3% 128/128/128 Industrial Decorative 6.0% Coatings Paints 6% 5.0% 27% 187/224/227 4.0% 4.0% 3.0% 2.9% Chemical 3.0% 51/51/153 Intermediate 2.0% 23% 2.0% Redispersible 255/255/255 Pow ders 1.0% 12% Automotive 0.0% Coatings North America Europe China ROW Global 0/153/153 22% 153/204/0 Global Automotive Production Global Infrastructure Spending² (m vehicles) ($ trillions) 120 $10 106 93 100 $8 81 31 80 26 $6 28 60 32 27 $4 19 40 23 22 19 $2 20 18 19 15 $0 0 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2012 2016 2022E North America Europe China ROW Source: 2017 Technology Roadmaps (Center for Automotive Research), IHS Paint and Coatings Chemical Economics Handbook Note: Does not include Construction and Other segments and will not add to 100% (1) IHS Paints & Coatings projected demand growth from 2016 to 2021 25 (2) PricewaterhouseCoopers Outlook to 2025 and Oxford Economics. The infrastructure trend is relevant to protective coatings, or industrial maintenance coatings, which are used in bridges, municipal infrastructure, industrial plants and pipelines, etc Confidential 4 Subject to Substantial Revision Versatics Positioned for Growth Professional Eyes Only Subject to FRE 408 Versatics poised to realize growth over the near‐term, especially in developing regions where products have a strong presence Versatics Diversified End Markets Global Paints & Coating Growth¹ 0/0/0 Other Adhesives 6.5% 7.0% 6% 3% 128/128/128 Industrial Decorative 6.0% Coatings Paints 6% 5.0% 27% 187/224/227 4.0% 4.0% 3.0% 2.9% Chemical 3.0% 51/51/153 Intermediate 2.0% 23% 2.0% Redispersible 255/255/255 Pow ders 1.0% 12% Automotive 0.0% Coatings North America Europe China ROW Global 0/153/153 22% 153/204/0 Global Automotive Production Global Infrastructure Spending² (m vehicles) ($ trillions) 120 $10 106 93 100 $8 81 31 80 26 $6 28 60 32 27 $4 19 40 23 22 19 $2 20 18 19 15 $0 0 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 2012 2016 2022E North America Europe China ROW Source: 2017 Technology Roadmaps (Center for Automotive Research), IHS Paint and Coatings Chemical Economics Handbook Note: Does not include Construction and Other segments and will not add to 100% (1) IHS Paints & Coatings projected demand growth from 2016 to 2021 25 (2) PricewaterhouseCoopers Outlook to 2025 and Oxford Economics. The infrastructure trend is relevant to protective coatings, or industrial maintenance coatings, which are used in bridges, municipal infrastructure, industrial plants and pipelines, etc


Confidential 5 Subject to Substantial Revision Leading Market Position in PSR Professional Eyes Only Subject to FRE 408 Leading position globally with recognizable brands that serve broad end markets #1 Producer of Phenolic Specialty Resins in North America and Diverse, Established End Markets with Visible Growth Drivers 0/0/0 Europe¹ % of 128/128/128 Segment End Use Key Growth Drivers Sales Other Wood 187/224/227 5%§ Growth in commercial and Molding 5% residential construction Panel Industrial Products § Increasing regulatory requirements Foams 37% Construction 39% 51/51/153 16% for residential and commercial construction including FST Insulation properties and energy 18% Laminates consumption requirements 255/255/255 21% Other Briquetting 9% Redacted 5% § Recovery in steel, oil & gas, mining Abrasives Household 0/153/153 22% and chemical segments Molding Compounds Industrial § Increased demand from 8% 27% Applications Electrical automotive, metal fabrication, Molding 153/204/0 electronics, electrical and Refractory Compounds 22% 15% construction industries Foundry 19% Other 4% Rubber & Tire 3% § Emission regulations, alternative Friction Filtration 35% propulsion and light-weighting of 14% Automotive & vehicles 20% Transport § Increased demand for FST Composites 15% properties inherent in phenolics Acoustical Bonding § #1 producer in North America and Europe 29% Adhesives Other Printed 3% 3% § Demand for alternatives to BPA- Circuit Boards - Leading merchant amino resin supplier in UK/Ireland 3% based technology MDI Printing Chemical 68% Plates § Growth in MDI into rigid/flexible 6% Intermediates & 14% § 1,400+ SKUs, over 1,100 customers and ~1,100 employees foam and CASE systems Coatings Specialties 17% § Emerging markets shift to new § Global reach: manufacturing/R&D network spanning North “smart” gas meter systems America, Europe and Asia, and sales on all continents Source: Management estimates and EPRA (European Phenolic Resins Association) 26 Confidential 5 Subject to Substantial Revision Leading Market Position in PSR Professional Eyes Only Subject to FRE 408 Leading position globally with recognizable brands that serve broad end markets #1 Producer of Phenolic Specialty Resins in North America and Diverse, Established End Markets with Visible Growth Drivers 0/0/0 Europe¹ % of 128/128/128 Segment End Use Key Growth Drivers Sales Other Wood 187/224/227 5%§ Growth in commercial and Molding 5% residential construction Panel Industrial Products § Increasing regulatory requirements Foams 37% Construction 39% 51/51/153 16% for residential and commercial construction including FST Insulation properties and energy 18% Laminates consumption requirements 255/255/255 21% Other Briquetting 9% Redacted 5% § Recovery in steel, oil & gas, mining Abrasives Household 0/153/153 22% and chemical segments Molding Compounds Industrial § Increased demand from 8% 27% Applications Electrical automotive, metal fabrication, Molding 153/204/0 electronics, electrical and Refractory Compounds 22% 15% construction industries Foundry 19% Other 4% Rubber & Tire 3% § Emission regulations, alternative Friction Filtration 35% propulsion and light-weighting of 14% Automotive & vehicles 20% Transport § Increased demand for FST Composites 15% properties inherent in phenolics Acoustical Bonding § #1 producer in North America and Europe 29% Adhesives Other Printed 3% 3% § Demand for alternatives to BPA- Circuit Boards - Leading merchant amino resin supplier in UK/Ireland 3% based technology MDI Printing Chemical 68% Plates § Growth in MDI into rigid/flexible 6% Intermediates & 14% § 1,400+ SKUs, over 1,100 customers and ~1,100 employees foam and CASE systems Coatings Specialties 17% § Emerging markets shift to new § Global reach: manufacturing/R&D network spanning North “smart” gas meter systems America, Europe and Asia, and sales on all continents Source: Management estimates and EPRA (European Phenolic Resins Association) 26


Confidential 6 Subject to Substantial Revision Oilfield New Product Launch Professional Eyes Only Subject to FRE 408 Oilfield is positioned to return to growth from new product innovations 0/0/0 Decline in Oil Prices has Led to a Shift Away from Resin-Coated Sand 128/128/128 6.1% 5.5% 4.2% 4.4% 2.3% 2.1% 2.9% $/Barrel 187/224/227 $150 $185 $126 51/51/153 $113 $111 $100 255/255/255 $50 $4 0/153/153 Oilfield EBITDA Crude Oil Price Resin-Coated Sand (% share of Proppant Market Volume) ($16) $0 ($26) 2011A 2012A 2013A 2014A 2015A 2016A 2017A 153/204/0 SM PropShield™ Product Launch Voyager Product Launch § Launched in August 2018, the new solution provides customers § Hexion recently introduced its new VoyagerSM mobile resin- with a cost-effective way to treat proppant flowback, a significant coating service, which enables strategic and efficient placement source of cost due to downtime and equipment repair near transload sites and sand mines § Early adopters have found the product to be very effective in the § Innovative Voyager service is the first mobile manufacturing Permian Basin and elsewhere solution that provides in-basin resin-coated proppant manufacturing for application in the oil and gas industry § Illustrative estimated revenue contribution of $30 to $70 million § Illustrative estimated revenue contribution of $30 to $70 million Source: Company Management, Bloomberg, IHS Market 27 Confidential 6 Subject to Substantial Revision Oilfield New Product Launch Professional Eyes Only Subject to FRE 408 Oilfield is positioned to return to growth from new product innovations 0/0/0 Decline in Oil Prices has Led to a Shift Away from Resin-Coated Sand 128/128/128 6.1% 5.5% 4.2% 4.4% 2.3% 2.1% 2.9% $/Barrel 187/224/227 $150 $185 $126 51/51/153 $113 $111 $100 255/255/255 $50 $4 0/153/153 Oilfield EBITDA Crude Oil Price Resin-Coated Sand (% share of Proppant Market Volume) ($16) $0 ($26) 2011A 2012A 2013A 2014A 2015A 2016A 2017A 153/204/0 SM PropShield™ Product Launch Voyager Product Launch § Launched in August 2018, the new solution provides customers § Hexion recently introduced its new VoyagerSM mobile resin- with a cost-effective way to treat proppant flowback, a significant coating service, which enables strategic and efficient placement source of cost due to downtime and equipment repair near transload sites and sand mines § Early adopters have found the product to be very effective in the § Innovative Voyager service is the first mobile manufacturing Permian Basin and elsewhere solution that provides in-basin resin-coated proppant manufacturing for application in the oil and gas industry § Illustrative estimated revenue contribution of $30 to $70 million § Illustrative estimated revenue contribution of $30 to $70 million Source: Company Management, Bloomberg, IHS Market 27


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 A. FPD Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 A. FPD


Confidential FPD Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Global leader in formaldehyde and wood adhesives Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § Largest global merchant supplier of Formaldehyde and wood Geography Mix Industry Mix adhesives to major engineered wood producers 128/128/128 EMEA Other § Serves a variety of end markets including construction, 12% 10% chemicals, agriculture and oil and gas Energy 187/224/227 Other 8% Construction Asia Pacific § Vertically integrated regional manufacturing footprint supporting 35% 8% Agriculture 51/51/153 diversified, long tenured customer base – growing with 8% customers and following industry trends Latin America 13% 255/255/255 § Partner-of-choice in the North American formaldehyde market North America New Home 0/153/153 67% Construction 20% Furniture 19% 153/204/0 1 Selected Competitors Industry Snapshot North American Growth Forecast by End Market ’17 – ’22 ~7% ~2% ~2% ~2% ~1% ~(1%) Single Family Multi-Family New Residential R&R Commercial Industrial Other New Construction Construction Production Source: IEA (1) Based on LTM period ending September 30, 2018 29 Confidential FPD Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Global leader in formaldehyde and wood adhesives Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § Largest global merchant supplier of Formaldehyde and wood Geography Mix Industry Mix adhesives to major engineered wood producers 128/128/128 EMEA Other § Serves a variety of end markets including construction, 12% 10% chemicals, agriculture and oil and gas Energy 187/224/227 Other 8% Construction Asia Pacific § Vertically integrated regional manufacturing footprint supporting 35% 8% Agriculture 51/51/153 diversified, long tenured customer base – growing with 8% customers and following industry trends Latin America 13% 255/255/255 § Partner-of-choice in the North American formaldehyde market North America New Home 0/153/153 67% Construction 20% Furniture 19% 153/204/0 1 Selected Competitors Industry Snapshot North American Growth Forecast by End Market ’17 – ’22 ~7% ~2% ~2% ~2% ~1% ~(1%) Single Family Multi-Family New Residential R&R Commercial Industrial Other New Construction Construction Production Source: IEA (1) Based on LTM period ending September 30, 2018 29


Confidential FPD Subject to Substantial Revision Professional Eyes Only Wood Adhesive Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 ü #1 positions in North America wood adhesives with 70 years of operating 128/128/128 history Wood Adhesives ü Long-term contracts with co-located customers 187/224/227 Wood Adhesives ü Long-term contracts Product Categories Key Applications 51/51/153 ü R&D efforts supported by 55 R&D associates located across all global sites ü Superior technical service model § Oriented strand 255/255/255 board (OSB) § Plywood OSB Engineered 0/153/153 Wood Resins § Particleboard § Medium density 153/204/0 fiberboard (MDF) MDF § Laminated beams § Cross-laminated Laminated Beams Specialty timber Wood Adhesives § Truck-decking § Molding and millwork Finger Joints § Moisture resistance for panel boards and Wax other specialty Emulsions § Applications Wax Emulsions (1) % of revenue 30 Confidential FPD Subject to Substantial Revision Professional Eyes Only Wood Adhesive Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 ü #1 positions in North America wood adhesives with 70 years of operating 128/128/128 history Wood Adhesives ü Long-term contracts with co-located customers 187/224/227 Wood Adhesives ü Long-term contracts Product Categories Key Applications 51/51/153 ü R&D efforts supported by 55 R&D associates located across all global sites ü Superior technical service model § Oriented strand 255/255/255 board (OSB) § Plywood OSB Engineered 0/153/153 Wood Resins § Particleboard § Medium density 153/204/0 fiberboard (MDF) MDF § Laminated beams § Cross-laminated Laminated Beams Specialty timber Wood Adhesives § Truck-decking § Molding and millwork Finger Joints § Moisture resistance for panel boards and Wax other specialty Emulsions § Applications Wax Emulsions (1) % of revenue 30


Confidential FPD Subject to Substantial Revision Professional Eyes Only Formaldehyde Overview Subject to FRE 408 Formaldehyde – Diversified End Markets Key Stats and Differentiators 0/0/0 § Herbicides § Preservatives in ü #1 position in North America formaldehyde with 70 years of operating beauty and § Fertilizer 128/128/128 personal care products history § Urea ü Long-term contracts with co-located customers Agriculture Cosmetics 187/224/227 § Automotive coatings § Engineered ü Long-term contracts wood adhesives § Engine lubricants § Urethane foam § Brake pads 51/51/153 ü Historical MDI growth at 2x GDP and projected 10.6% CAGR through § Tire adhesives 2025 driven by rigid and flexible foam applications Automotive Construction § Disinfectants § Oil & Gas scavengers 255/255/255 § Anti-infective drugs § Textiles § Hard-gel capsules § Inks § Surfactants 0/153/153 Healthcare Misc. 153/204/0 Source: Management materials; Hexion, Chemical Safety Facts, Safe Cosmetics, PubChem (1) Management estimates 31 Confidential FPD Subject to Substantial Revision Professional Eyes Only Formaldehyde Overview Subject to FRE 408 Formaldehyde – Diversified End Markets Key Stats and Differentiators 0/0/0 § Herbicides § Preservatives in ü #1 position in North America formaldehyde with 70 years of operating beauty and § Fertilizer 128/128/128 personal care products history § Urea ü Long-term contracts with co-located customers Agriculture Cosmetics 187/224/227 § Automotive coatings § Engineered ü Long-term contracts wood adhesives § Engine lubricants § Urethane foam § Brake pads 51/51/153 ü Historical MDI growth at 2x GDP and projected 10.6% CAGR through § Tire adhesives 2025 driven by rigid and flexible foam applications Automotive Construction § Disinfectants § Oil & Gas scavengers 255/255/255 § Anti-infective drugs § Textiles § Hard-gel capsules § Inks § Surfactants 0/153/153 Healthcare Misc. 153/204/0 Source: Management materials; Hexion, Chemical Safety Facts, Safe Cosmetics, PubChem (1) Management estimates 31


Confidential FPD Subject to Substantial Revision Professional Eyes Only Global Manufacturing Footprint Subject to FRE 408 Manufacturing Facilities Commentary 0/0/0 § Company has invested ~$120m in the last four years to build three state-of-the-art formaldehyde facilities 128/128/128 § Wood Adhesives has the #1 position in the United States, Canada, 187/224/227 Brazil, Australia and New Zealand § FPD’s strong global network and close proximity to customers 51/51/153 enable the company to maintain excellent relationships and provide uninterrupted supply 255/255/255 § With its position in Australia and New Zealand, FPD has the ability to supply customers that export to new Asian markets 0/153/153 153/204/0 Major Expansions Facilities Formaldehyde Wood Adhesives North America 13 13 1 Europe 1 2 South America 2 4 Australia & 4 4 2 New Zealand Note: 14 global facilities have both Formaldehyde and Wood Adhesives production on site (1) Excludes EU plants combined under PSR management (2) Excludes 50/50 unconsolidated JV in Australia 32 Confidential FPD Subject to Substantial Revision Professional Eyes Only Global Manufacturing Footprint Subject to FRE 408 Manufacturing Facilities Commentary 0/0/0 § Company has invested ~$120m in the last four years to build three state-of-the-art formaldehyde facilities 128/128/128 § Wood Adhesives has the #1 position in the United States, Canada, 187/224/227 Brazil, Australia and New Zealand § FPD’s strong global network and close proximity to customers 51/51/153 enable the company to maintain excellent relationships and provide uninterrupted supply 255/255/255 § With its position in Australia and New Zealand, FPD has the ability to supply customers that export to new Asian markets 0/153/153 153/204/0 Major Expansions Facilities Formaldehyde Wood Adhesives North America 13 13 1 Europe 1 2 South America 2 4 Australia & 4 4 2 New Zealand Note: 14 global facilities have both Formaldehyde and Wood Adhesives production on site (1) Excludes EU plants combined under PSR management (2) Excludes 50/50 unconsolidated JV in Australia 32


Confidential FPD Subject to Substantial Revision Professional Eyes Only Integrated Supply Chain Provides Customers with Innovative Solutions Subject to FRE 408 0/0/0 Raw Materials FPD Customers Forest Products 128/128/128 Methanol Formaldehyde Merchant 187/224/227 Formaldehyde and Derivatives MEA 51/51/153 Urea 255/255/255 Amino Resins MF Resins Melamine 0/153/153 153/204/0 Phenolic Phenol Resins Redacted Slack Wax Wax Emulsion End Products Chemicals Intermediates Formaldehyde End Products Wood Adhesives End Products 33 Confidential FPD Subject to Substantial Revision Professional Eyes Only Integrated Supply Chain Provides Customers with Innovative Solutions Subject to FRE 408 0/0/0 Raw Materials FPD Customers Forest Products 128/128/128 Methanol Formaldehyde Merchant 187/224/227 Formaldehyde and Derivatives MEA 51/51/153 Urea 255/255/255 Amino Resins MF Resins Melamine 0/153/153 153/204/0 Phenolic Phenol Resins Redacted Slack Wax Wax Emulsion End Products Chemicals Intermediates Formaldehyde End Products Wood Adhesives End Products 33


Strong Secular Trends Driving Future Growth Construction Expected to be a Major Driver for Wood Adhesives Confidential FPD Subject to Substantial Revision Professional Eyes Only Growth Opportunities – Secular Growth Subject to FRE 408 North American Growth Forecast by End Market ’17 – ’22 0/0/0 128/128/128 ~2% Volume Growth Residential 187/224/227 51/51/153 (1) ~7% volume growth SF New 255/255/255 ~1% volume growth Commercial 0/153/153 (1) MF New ~(1%) volume growth 153/204/0 Construction ~2% volume growth (real GDP) Other § When weighted to FPD’s exposure by end market, construction activity is expected to drive ~2% growth in North American Wood Adhesives market volume § Construction has proven to be an effective predictor of Wood Adhesive volume (1) “MF” defined as multi-family. “SF” defined as single family. 34 Strong Secular Trends Driving Future Growth Construction Expected to be a Major Driver for Wood Adhesives Confidential FPD Subject to Substantial Revision Professional Eyes Only Growth Opportunities – Secular Growth Subject to FRE 408 North American Growth Forecast by End Market ’17 – ’22 0/0/0 128/128/128 ~2% Volume Growth Residential 187/224/227 51/51/153 (1) ~7% volume growth SF New 255/255/255 ~1% volume growth Commercial 0/153/153 (1) MF New ~(1%) volume growth 153/204/0 Construction ~2% volume growth (real GDP) Other § When weighted to FPD’s exposure by end market, construction activity is expected to drive ~2% growth in North American Wood Adhesives market volume § Construction has proven to be an effective predictor of Wood Adhesive volume (1) “MF” defined as multi-family. “SF” defined as single family. 34


Housing Market Recovery North American Construction Activity Has Proven to be a Predictor ofWood Resin Trends in the Past Confidential FPD Subject to Substantial Revision Professional Eyes Only Growth Opportunities – Housing Market Recovery Subject to FRE 408 Wood Adhesives – Focus on improving US North America construction activity relative to FPD Wood Adhesives 0/0/0 Housing Market volumes sold (2003–17) 2.50 P-value 128/128/128 North America Housing Starts SF & MF <0.01 Independent North America Residential R&R (real dollars) 0.02 187/224/227 P-values indicate Variables that all three North America Commercial Construction (real dollars) 0.03 Housing starts construction types improving to are statistically 2.00 51/51/153 FPD NA Wood Adhesive volume: predicted Dependent significant historical levels (considered Variables FPD NA Wood Adhesive volume (actual) significant below 255/255/255 0.05) in explaining 200 15-year long term historic changes in annual average: 1.5 FPD Wood 1.50 0/153/153 Adhesives volumes sold 150 153/204/0 1.00 100 Regression equation against construction activity would have correctly predicted 0.50 annual movements in FPD 50 Wood Adhesive volume revenue from 2003-17 (i.e., predicted line closely follows actual line) Multivariable regression adj. R2 = 0.81 0.00 0 2000 2002 2004 2006 2008 2010 2012 2014 2016 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 U.S. Housing Starts (milllions) Note: Indexed to 100 in 2003. Regressions were performed on the year over year change in each driver vs. the year over year change in the corresponding segment of FPD volumes. 35 Housing Market Recovery North American Construction Activity Has Proven to be a Predictor ofWood Resin Trends in the Past Confidential FPD Subject to Substantial Revision Professional Eyes Only Growth Opportunities – Housing Market Recovery Subject to FRE 408 Wood Adhesives – Focus on improving US North America construction activity relative to FPD Wood Adhesives 0/0/0 Housing Market volumes sold (2003–17) 2.50 P-value 128/128/128 North America Housing Starts SF & MF <0.01 Independent North America Residential R&R (real dollars) 0.02 187/224/227 P-values indicate Variables that all three North America Commercial Construction (real dollars) 0.03 Housing starts construction types improving to are statistically 2.00 51/51/153 FPD NA Wood Adhesive volume: predicted Dependent significant historical levels (considered Variables FPD NA Wood Adhesive volume (actual) significant below 255/255/255 0.05) in explaining 200 15-year long term historic changes in annual average: 1.5 FPD Wood 1.50 0/153/153 Adhesives volumes sold 150 153/204/0 1.00 100 Regression equation against construction activity would have correctly predicted 0.50 annual movements in FPD 50 Wood Adhesive volume revenue from 2003-17 (i.e., predicted line closely follows actual line) Multivariable regression adj. R2 = 0.81 0.00 0 2000 2002 2004 2006 2008 2010 2012 2014 2016 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 U.S. Housing Starts (milllions) Note: Indexed to 100 in 2003. Regressions were performed on the year over year change in each driver vs. the year over year change in the corresponding segment of FPD volumes. 35


Confidential FPD Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $2,036 187/224/227 $1,849 $1,842 $1,803 $1,776 $1,766 $1,748 $1,758 $1,718 $1,714 $1,682 $1,671 $1,644 $1,593 $1,533 $1,522 $1,497 51/51/153 $1,328 $1,187 255/255/255 0/153/153 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 2018E 2019E 2020E 2021E 2022E 2023E LTM 153/204/0 Volume Growth 0.6% 4.5% (5.4%) (16.9%) 18.7% (2.1%) (5.1%) (1.6%) 3.9% (1.9%) (1.1%) 5.9% 6.7% (0.2%) 1.5% 1.8% 1.9% 1.9% 1.9% Revenue Growth 7.0% 18.6% 14.6% (41.7%) 34.2% 10.9% (2.7%) 1.8% 5.3% (16.8%) (13.4%) 14.7% 23.8% 10.5% (0.7%) 2.6% 2.6% 2.6% 2.6% Commentary § Recent volume expansion driven by strong economic growth in key N.A. Formaldehyde end markets, continued recovery in the US housing market and improved industry conditions in Latin America § Oil price decline in 2014-2015 resulted in revenue declines in formaldehyde derivative product lines in 2015-2016 but have rebounded in subsequent years driven by end-market growth Source: Company Management 36 Confidential FPD Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $2,036 187/224/227 $1,849 $1,842 $1,803 $1,776 $1,766 $1,748 $1,758 $1,718 $1,714 $1,682 $1,671 $1,644 $1,593 $1,533 $1,522 $1,497 51/51/153 $1,328 $1,187 255/255/255 0/153/153 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 2018E 2019E 2020E 2021E 2022E 2023E LTM 153/204/0 Volume Growth 0.6% 4.5% (5.4%) (16.9%) 18.7% (2.1%) (5.1%) (1.6%) 3.9% (1.9%) (1.1%) 5.9% 6.7% (0.2%) 1.5% 1.8% 1.9% 1.9% 1.9% Revenue Growth 7.0% 18.6% 14.6% (41.7%) 34.2% 10.9% (2.7%) 1.8% 5.3% (16.8%) (13.4%) 14.7% 23.8% 10.5% (0.7%) 2.6% 2.6% 2.6% 2.6% Commentary § Recent volume expansion driven by strong economic growth in key N.A. Formaldehyde end markets, continued recovery in the US housing market and improved industry conditions in Latin America § Oil price decline in 2014-2015 resulted in revenue declines in formaldehyde derivative product lines in 2015-2016 but have rebounded in subsequent years driven by end-market growth Source: Company Management 36


Confidential FPD Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $346 $334 $321 $312 $300 187/224/227 $285 $280 $252 $253 $236 $232 $230 51/51/153 $203 $202 $180 $181 $182 $152 255/255/255 $114 0/153/153 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 LTM EBITDA Y-o-Y Growth (6.1%) 18.9% 12.3% (43.7%) 59.0% 0.3% 11.5% 14.4% 8.6% (8.8%) 2.7% 7.1% 18.6% 13.0% 5.2% 4.0% 2.8% 4.0% 3.5% EBITDA Margin % 10.1% 10.1% 9.9% 9.6% 11.4% 10.3% 11.8% 13.3% 13.7% 15.0% 17.8% 16.6% 17.0% 17.0% 18.0% 18.2% 18.3% 18.5% 18.7% Commentary § EBITDA has improved 22% since in 2015 – Margins have improved by ~200bps § EBITDA growth driven primarily by improving volumes and raw material purchasing productivity § Margin % improved significantly over the last decade due to capacity rationalization and new product development Source: Company Management 37 Confidential FPD Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $346 $334 $321 $312 $300 187/224/227 $285 $280 $252 $253 $236 $232 $230 51/51/153 $203 $202 $180 $181 $182 $152 255/255/255 $114 0/153/153 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 LTM EBITDA Y-o-Y Growth (6.1%) 18.9% 12.3% (43.7%) 59.0% 0.3% 11.5% 14.4% 8.6% (8.8%) 2.7% 7.1% 18.6% 13.0% 5.2% 4.0% 2.8% 4.0% 3.5% EBITDA Margin % 10.1% 10.1% 9.9% 9.6% 11.4% 10.3% 11.8% 13.3% 13.7% 15.0% 17.8% 16.6% 17.0% 17.0% 18.0% 18.2% 18.3% 18.5% 18.7% Commentary § EBITDA has improved 22% since in 2015 – Margins have improved by ~200bps § EBITDA growth driven primarily by improving volumes and raw material purchasing productivity § Margin % improved significantly over the last decade due to capacity rationalization and new product development Source: Company Management 37


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 B. BERI Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 B. BERI


Confidential BERI Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Positive demand expectations along with limited capacity increases strengthen BERI’s short-term positioning Overview Total Revenue By Geography & Product 0/0/0 (1) (1) § One of the world’s largest suppliers of basic epoxy resins, such Geography Mix Product Mix as solid epoxy resin and liquid epoxy resin These base epoxies 128/128/128 are used in a wide variety of industrial coatings applications Asia Pacific Commodity Others 1% Solutions 2% § Major producer of bisphenol-A and epichlorohydrin 6% 187/224/227 Liquid BisF 5% – These are key precursors in the downstream manufacture of basic epoxy resins and epoxy specialty Solids 51/51/153 8% resins EMEA Americas 47% § The Company internally consumes the majority of its BPA, and 52% 255/255/255 all of its ECH, which ensures a consistent supply of its required Liquid Resins intermediate materials 50% 0/153/153 BPA 29% 153/204/0 Selected Competitors Industry Snapshot End Market Global Demand by Product (2016A – 2022E CAGR) ~3.4% ~3.4% ~2.9% ECH BPA LER (1) Based on LTM period ending March 31, 2018 39 Confidential BERI Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Positive demand expectations along with limited capacity increases strengthen BERI’s short-term positioning Overview Total Revenue By Geography & Product 0/0/0 (1) (1) § One of the world’s largest suppliers of basic epoxy resins, such Geography Mix Product Mix as solid epoxy resin and liquid epoxy resin These base epoxies 128/128/128 are used in a wide variety of industrial coatings applications Asia Pacific Commodity Others 1% Solutions 2% § Major producer of bisphenol-A and epichlorohydrin 6% 187/224/227 Liquid BisF 5% – These are key precursors in the downstream manufacture of basic epoxy resins and epoxy specialty Solids 51/51/153 8% resins EMEA Americas 47% § The Company internally consumes the majority of its BPA, and 52% 255/255/255 all of its ECH, which ensures a consistent supply of its required Liquid Resins intermediate materials 50% 0/153/153 BPA 29% 153/204/0 Selected Competitors Industry Snapshot End Market Global Demand by Product (2016A – 2022E CAGR) ~3.4% ~3.4% ~2.9% ECH BPA LER (1) Based on LTM period ending March 31, 2018 39


Confidential BERI Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Leading global player in LER with backward integration in ECH and BPA Product Overview Key Stats and Differentiator 0/0/0 ü BERI Deer Park has the only continuous LER 128/128/128 plant in the world with lower downtime and #2 LER BPA LER manufacturing costs 187/224/227 North America ü Continuous BPF Pernis plant has significantly Europe lower manufacturing costs compared to smaller § Used for polycarbonate plastics § Used for coatings, composites plants with batch production 51/51/153 for automotive parts, flat screen and adhesives ü EU location and storage infrastructure gives TV’s plus epoxy resins BERI a unique advantage to source key raw 255/255/255 materials from multiple global suppliers 0/153/153 62% 29% 153/204/0 1 Sales by product Raw Materials rd (Only 3 party sales) § BERI’s primary raw materials include: commodity chemicals, including 8% 1% phenol, acetone, propylene, chlorine, and caustic, all of which are supplied under contract – Market phenol prices are primarily driven by benzene, and market acetone prices are driven by propylene SER ECH § Used for powder coatings in § Used for epoxy resins, reactive construction, automotive and diluents and water treatment oil & gas Source: Management materials (1) LTM period ending March 31, 2018 40 Confidential BERI Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Leading global player in LER with backward integration in ECH and BPA Product Overview Key Stats and Differentiator 0/0/0 ü BERI Deer Park has the only continuous LER 128/128/128 plant in the world with lower downtime and #2 LER BPA LER manufacturing costs 187/224/227 North America ü Continuous BPF Pernis plant has significantly Europe lower manufacturing costs compared to smaller § Used for polycarbonate plastics § Used for coatings, composites plants with batch production 51/51/153 for automotive parts, flat screen and adhesives ü EU location and storage infrastructure gives TV’s plus epoxy resins BERI a unique advantage to source key raw 255/255/255 materials from multiple global suppliers 0/153/153 62% 29% 153/204/0 1 Sales by product Raw Materials rd (Only 3 party sales) § BERI’s primary raw materials include: commodity chemicals, including 8% 1% phenol, acetone, propylene, chlorine, and caustic, all of which are supplied under contract – Market phenol prices are primarily driven by benzene, and market acetone prices are driven by propylene SER ECH § Used for powder coatings in § Used for epoxy resins, reactive construction, automotive and diluents and water treatment oil & gas Source: Management materials (1) LTM period ending March 31, 2018 40


Confidential BERI Subject to Substantial Revision Professional Eyes Only Integrated EPCD Operations Provides Customers with Unique Advantages Subject to FRE 408 0/0/0 Upstream End Markets Specialty Materials 128/128/128 § Architectural coatings § Construction and civil engineering VA&D 187/224/227 Wellhead § Wind energy Versatic™ Acid Versatic™ Acid Derivatives 51/51/153 § Oil § Marine, aerospace and automotive § Gas § Chemical intermediates 255/255/255 0/153/153 BERI EPS 153/204/0 Specialty Epichlorohydrin Epoxy Materials Basic Customer Applications Chemicals Refinery Liquid & § Paints & coatings Solid Epoxy Resins § Olefins § Composites § Chlor-alkali § Adhesives and sealants § Aromatics Bisphenol A/F § Intermediates for various chemical applications Hexion offers integrated manufacturing assets, supply chain, R&D and organizational support Source: Management materials 41 Confidential BERI Subject to Substantial Revision Professional Eyes Only Integrated EPCD Operations Provides Customers with Unique Advantages Subject to FRE 408 0/0/0 Upstream End Markets Specialty Materials 128/128/128 § Architectural coatings § Construction and civil engineering VA&D 187/224/227 Wellhead § Wind energy Versatic™ Acid Versatic™ Acid Derivatives 51/51/153 § Oil § Marine, aerospace and automotive § Gas § Chemical intermediates 255/255/255 0/153/153 BERI EPS 153/204/0 Specialty Epichlorohydrin Epoxy Materials Basic Customer Applications Chemicals Refinery Liquid & § Paints & coatings Solid Epoxy Resins § Olefins § Composites § Chlor-alkali § Adhesives and sealants § Aromatics Bisphenol A/F § Intermediates for various chemical applications Hexion offers integrated manufacturing assets, supply chain, R&D and organizational support Source: Management materials 41


Confidential BERI Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Commentary 2016–2022E BPA Demand 0/0/0 (kT) § Expected tightness in the global BPA industry from 2018-2020, due CAGR 6,679 to demand approaching capacity, as polycarbonate and LER 128/128/128 ’16–’22E 6,449 6,231 6,024 demand continue to grow 5,830 5,647 5,472 2.0% 1,900 1,863 1,826 187/224/227 § ECH demand is expected to grow at a 2.9% CAGR globally, in line 1,790 1,755 1,721 1,687 with global LER growth expectations 2,119 8.0% 1,962 1,817 1,682 1,558 51/51/153 § Construction, which makes up ~45% of LER demand, is expected 1,442 1,336 to achieve strong global growth 1,514 1,534 1.3% 1,475 1,495 1,419 1,438 1,456 255/255/255 § Currently, limited new announced capacity additions that are not 1.5% 1,030 1,046 1,061 1,077 1,093 1,110 1,126 expected to create a material impact on market dynamics 2016 2017 2018 2019 2020 2021 2022 0/153/153 North America Europe China RoW 153/204/0 2016–2022E ECH Demand 2016–2022E LER Demand (kT) (kT) CAGR CAGR 1,197 1,164 2,411 1,132 ’16–’22E ’16–’22E 2,331 1,100 1,070 2,255 1,041 2,182 1,012 2,111 2,043 1,977 3.0% 724 702 682 662 643 3.3% 624 772 606 747 724 701 679 658 637 1,065 4.5% 1,019 975 933 893 855 818 219 1.6% 216 209 212 202 206 199 2.0% 384 392 362 369 376 348 355 2.6% 190 195 200 205 177 181 186 2.0% 213 218 222 226 231 205 209 2016 2017 2018 2019 2020 2021 2022 2016 2017 2018 2019 2020 2021 2022 North America Europe RoW North America Europe China RoW Source: Management materials 42 Confidential BERI Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Commentary 2016–2022E BPA Demand 0/0/0 (kT) § Expected tightness in the global BPA industry from 2018-2020, due CAGR 6,679 to demand approaching capacity, as polycarbonate and LER 128/128/128 ’16–’22E 6,449 6,231 6,024 demand continue to grow 5,830 5,647 5,472 2.0% 1,900 1,863 1,826 187/224/227 § ECH demand is expected to grow at a 2.9% CAGR globally, in line 1,790 1,755 1,721 1,687 with global LER growth expectations 2,119 8.0% 1,962 1,817 1,682 1,558 51/51/153 § Construction, which makes up ~45% of LER demand, is expected 1,442 1,336 to achieve strong global growth 1,514 1,534 1.3% 1,475 1,495 1,419 1,438 1,456 255/255/255 § Currently, limited new announced capacity additions that are not 1.5% 1,030 1,046 1,061 1,077 1,093 1,110 1,126 expected to create a material impact on market dynamics 2016 2017 2018 2019 2020 2021 2022 0/153/153 North America Europe China RoW 153/204/0 2016–2022E ECH Demand 2016–2022E LER Demand (kT) (kT) CAGR CAGR 1,197 1,164 2,411 1,132 ’16–’22E ’16–’22E 2,331 1,100 1,070 2,255 1,041 2,182 1,012 2,111 2,043 1,977 3.0% 724 702 682 662 643 3.3% 624 772 606 747 724 701 679 658 637 1,065 4.5% 1,019 975 933 893 855 818 219 1.6% 216 209 212 202 206 199 2.0% 384 392 362 369 376 348 355 2.6% 190 195 200 205 177 181 186 2.0% 213 218 222 226 231 205 209 2016 2017 2018 2019 2020 2021 2022 2016 2017 2018 2019 2020 2021 2022 North America Europe RoW North America Europe China RoW Source: Management materials 42


Confidential BERI Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $785 187/224/227 $705 $671 $654 $642 $638 $623 $603 $586 $555 $552 51/51/153 $455 $437 $349 255/255/255 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E Volume Growth (3.2%) 1.6% (6.4%) (7.8%) (11.2%) (2.2%) 15.1% 11.5% (7.5%) 13.0% 2.0% 2.0% 2.0% 2.0% Revenue Growth 28.4% (10.2%) (9.0%) (8.8%) (25.4%) (20.1%) 30.4% 58.2% 21.9% 8.7% 3.2% 2.5% 2.5% 2.5% Commentary § Highly cyclical business dependent on global capacity and regional raw materials prices § Total revenue has declined 30% since cycle peak 2011 § Revenue declines driven primarily by: – Competition from new plants in Asia and increased capacity in the market – Closure of Norco ECH facility in 2016 § Recent recovery in revenue driven by reduction of Chinese ECH output due to environmental regulations, strong polycarbonate demand and higher phenol prices in Asia Source: Company Management 43 Confidential BERI Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $785 187/224/227 $705 $671 $654 $642 $638 $623 $603 $586 $555 $552 51/51/153 $455 $437 $349 255/255/255 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E Volume Growth (3.2%) 1.6% (6.4%) (7.8%) (11.2%) (2.2%) 15.1% 11.5% (7.5%) 13.0% 2.0% 2.0% 2.0% 2.0% Revenue Growth 28.4% (10.2%) (9.0%) (8.8%) (25.4%) (20.1%) 30.4% 58.2% 21.9% 8.7% 3.2% 2.5% 2.5% 2.5% Commentary § Highly cyclical business dependent on global capacity and regional raw materials prices § Total revenue has declined 30% since cycle peak 2011 § Revenue declines driven primarily by: – Competition from new plants in Asia and increased capacity in the market – Closure of Norco ECH facility in 2016 § Recent recovery in revenue driven by reduction of Chinese ECH output due to environmental regulations, strong polycarbonate demand and higher phenol prices in Asia Source: Company Management 43


Confidential BERI Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $110 $107 $101 187/224/227 $78 $76 $74 $73 $73 51/51/153 $47 $40 255/255/255 $9 $9 0/153/153 ($14) ($27) 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth 90.4% (56.5%) (130.1%) 95.1% (133.0%) (5.0%) 371.3% 1,181.4% 150.2% (27.9%) (0.1%) 2.5% 1.5% 3.4% Margin % 13.6% 6.6% (2.2%) (4.7%) 2.1% 2.5% 8.9% 19.9% 18.2% 12.1% 11.7% 11.7% 11.6% 11.7% Commentary § Asian capacity additions drove cyclical lows in 2013-2016 § LTM Q3 2018 EBITDA reflects increase of 3% over previous cycle peak in 2011 – Margins have increased by ~630bps as of LTM 2018 driven by the high utilization of global BPA and ECH capacity – Chinese environmental regulations have created a tight ECH market leading to improved margins – Strong demand for polycarbonate and epoxy coupled with minimal BPA capacity additions has led to high utilization rates § Closure of in Norco ECH facility in 2016 has generated over $20mm annually Source: Company Management 44 Confidential BERI Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $110 $107 $101 187/224/227 $78 $76 $74 $73 $73 51/51/153 $47 $40 255/255/255 $9 $9 0/153/153 ($14) ($27) 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth 90.4% (56.5%) (130.1%) 95.1% (133.0%) (5.0%) 371.3% 1,181.4% 150.2% (27.9%) (0.1%) 2.5% 1.5% 3.4% Margin % 13.6% 6.6% (2.2%) (4.7%) 2.1% 2.5% 8.9% 19.9% 18.2% 12.1% 11.7% 11.7% 11.6% 11.7% Commentary § Asian capacity additions drove cyclical lows in 2013-2016 § LTM Q3 2018 EBITDA reflects increase of 3% over previous cycle peak in 2011 – Margins have increased by ~630bps as of LTM 2018 driven by the high utilization of global BPA and ECH capacity – Chinese environmental regulations have created a tight ECH market leading to improved margins – Strong demand for polycarbonate and epoxy coupled with minimal BPA capacity additions has led to high utilization rates § Closure of in Norco ECH facility in 2016 has generated over $20mm annually Source: Company Management 44


Confidential BERI Subject to Substantial Revision Professional Eyes Only Growth Opportunities Subject to FRE 408 Industry tightness in ECH and BPA supply to drive significant BERI growth Favorable Industry Trends (China LER price)¹ Integrated LER Margin 0/0/0 200% 128/128/128 187/224/227 51/51/153 150% 255/255/255 ~90% price increase since Jun-17 0/153/153 153/204/0 100% Redacted 50% 0% Dec-14 Dec-15 Dec-16 Dec-17 Source: Management Materials (1) Price indexed to January 2015 45 Confidential BERI Subject to Substantial Revision Professional Eyes Only Growth Opportunities Subject to FRE 408 Industry tightness in ECH and BPA supply to drive significant BERI growth Favorable Industry Trends (China LER price)¹ Integrated LER Margin 0/0/0 200% 128/128/128 187/224/227 51/51/153 150% 255/255/255 ~90% price increase since Jun-17 0/153/153 153/204/0 100% Redacted 50% 0% Dec-14 Dec-15 Dec-16 Dec-17 Source: Management Materials (1) Price indexed to January 2015 45


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 C. EPS Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 C. EPS


Confidential EPS Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Unique specialty chemicals and formulations platform levered to advancing robust secular trends Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § EPS provides high quality products that meet stringent Geography Mix Industry Mix environmental qualifications 128/128/128 – The leading provider of infusion resins and bonding Other Wind Asia Pacific pastes for wind turbine blade manufacturers globally 12% Energy 187/224/227 Americas 43% 50% – The leading provider of waterborne epoxy coatings used Composites 28% 7% for protection from corrosion 51/51/153 – Prominent provider of blends and resins used for Waterborne Coatings lightweight materials and composites used in 9% automobiles and aircraft 255/255/255 § Backward integration into BERI provides cost and quality advantage versus being exposed to the commodity markets 0/153/153 Coatings EMEA § Patents / complex manufacturing processes provide significant 22% 29% hurdles for entrants 153/204/0 Selected Competitors Industry Snapshot End Market Global Demand by Product (2016A – 2022E CAGR) ~22-37% ~19% ~6% ~5% Wind Aerospace Automotive Composites Waterborne Coatings (1) Based on LTM period ending March 31, 2018 47 Confidential EPS Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Unique specialty chemicals and formulations platform levered to advancing robust secular trends Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § EPS provides high quality products that meet stringent Geography Mix Industry Mix environmental qualifications 128/128/128 – The leading provider of infusion resins and bonding Other Wind Asia Pacific pastes for wind turbine blade manufacturers globally 12% Energy 187/224/227 Americas 43% 50% – The leading provider of waterborne epoxy coatings used Composites 28% 7% for protection from corrosion 51/51/153 – Prominent provider of blends and resins used for Waterborne Coatings lightweight materials and composites used in 9% automobiles and aircraft 255/255/255 § Backward integration into BERI provides cost and quality advantage versus being exposed to the commodity markets 0/153/153 Coatings EMEA § Patents / complex manufacturing processes provide significant 22% 29% hurdles for entrants 153/204/0 Selected Competitors Industry Snapshot End Market Global Demand by Product (2016A – 2022E CAGR) ~22-37% ~19% ~6% ~5% Wind Aerospace Automotive Composites Waterborne Coatings (1) Based on LTM period ending March 31, 2018 47


Confidential EPS Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 128/128/128 #1 Wind #1 WB #2 Auto #2 Aero § The leading provider of infusion resins and bonding pastes for blade manufacturers globally 187/224/227 Global North China Europe China America § Increasing blade lengths for higher efficiency, leading to greater epoxy consumption 51/51/153 Wind ü High quality products that meet stringent environmental qualifications ü Backward integration into BERI provides cost and quality advantage 255/255/255 ü Patents/complex manufacturing processes provide significant hurdles for entrants 0/153/153 § The leading provider of waterborne epoxy coatings used for protection from corrosion 153/204/0 § Secular shift in China to waterborne epoxy coatings Raw Materials Waterborne to reduce solvent emissions § EPS sources raw materials from a global, diverse network of third party Coatings suppliers and sources LER supply from BERI and third parties in Asia – Robust supplier base comprised of globally-recognized brands with high quality product and premier customer service § Prominent provider of blends and resins used for – Developed high-quality local sources for China market and extended lightweight materials and composites Chinese sources for EU and U.S. markets § Manufacturers shifting from steel/aluminum to Composites composites to meet fuel consumption targets Source: Management materials Note: LTM period ending March 31, 2018 48 Confidential EPS Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 128/128/128 #1 Wind #1 WB #2 Auto #2 Aero § The leading provider of infusion resins and bonding pastes for blade manufacturers globally 187/224/227 Global North China Europe China America § Increasing blade lengths for higher efficiency, leading to greater epoxy consumption 51/51/153 Wind ü High quality products that meet stringent environmental qualifications ü Backward integration into BERI provides cost and quality advantage 255/255/255 ü Patents/complex manufacturing processes provide significant hurdles for entrants 0/153/153 § The leading provider of waterborne epoxy coatings used for protection from corrosion 153/204/0 § Secular shift in China to waterborne epoxy coatings Raw Materials Waterborne to reduce solvent emissions § EPS sources raw materials from a global, diverse network of third party Coatings suppliers and sources LER supply from BERI and third parties in Asia – Robust supplier base comprised of globally-recognized brands with high quality product and premier customer service § Prominent provider of blends and resins used for – Developed high-quality local sources for China market and extended lightweight materials and composites Chinese sources for EU and U.S. markets § Manufacturers shifting from steel/aluminum to Composites composites to meet fuel consumption targets Source: Management materials Note: LTM period ending March 31, 2018 48


Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Cost competitiveness of wind energy accelerates its adoption in China and globally Attractive Inflection Point in Wind Cycle: Average LCOE for Global Waterborne Coatings Growth 1 Completed Projects in China, US and EU 0/0/0 Oil GT² (kT) CSP² 128/128/128 330-340 PV Buildings Bioenergy Offshore Wind 187/224/227 220-230 Gas GT² PV Utility 150-160 51/51/153 Hydropower 100-110 Onshore Wind 70-80 60-70 Coal Supercritical 40-50 40-50 40-50 30-40 30-40 255/255/255 Gas CCGT² Geothermal 0 50 100 150 200 250 300 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0/153/153 $ per MWh Renewables Fossil Fuels 153/204/0 Epoxy Demand for Carbon Fiber Composites in Aerospace² (kT) 9.2 9.0 8.6 8.1 0.9 0.9 7.5 0.9 0.9 6.9 0.8 0.9 0.9 6.4 0.7 0.8 5.7 0.7 0.7 5.2 0.6 0.7 0.6 0.6 4.2 0.5 3.8 0.6 0.5 0.4 7.4 7.2 0.4 6.9 6.5 0.4 6.0 0.4 5.5 5.1 4.6 4.2 3.4 3.1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Commercial Aircrafts Military General Aviation Source: Management materials and 2017 Global Wind Report (GWEC) Notes: CSP = Concentrated Solar Power, GT = Gas Turbine; CCGT = Combined-cycle Gas Turbines (1) Levelized Cost of Energy, or the NPV of the unit-cost of energy over the lifetime of a generating asset. Data based on 2015 using simple average of China, EU and US (2) Resin plus curing agent 49 (3) Includes boron / martensite, magnesium, other Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Cost competitiveness of wind energy accelerates its adoption in China and globally Attractive Inflection Point in Wind Cycle: Average LCOE for Global Waterborne Coatings Growth 1 Completed Projects in China, US and EU 0/0/0 Oil GT² (kT) CSP² 128/128/128 330-340 PV Buildings Bioenergy Offshore Wind 187/224/227 220-230 Gas GT² PV Utility 150-160 51/51/153 Hydropower 100-110 Onshore Wind 70-80 60-70 Coal Supercritical 40-50 40-50 40-50 30-40 30-40 255/255/255 Gas CCGT² Geothermal 0 50 100 150 200 250 300 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0/153/153 $ per MWh Renewables Fossil Fuels 153/204/0 Epoxy Demand for Carbon Fiber Composites in Aerospace² (kT) 9.2 9.0 8.6 8.1 0.9 0.9 7.5 0.9 0.9 6.9 0.8 0.9 0.9 6.4 0.7 0.8 5.7 0.7 0.7 5.2 0.6 0.7 0.6 0.6 4.2 0.5 3.8 0.6 0.5 0.4 7.4 7.2 0.4 6.9 6.5 0.4 6.0 0.4 5.5 5.1 4.6 4.2 3.4 3.1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Commercial Aircrafts Military General Aviation Source: Management materials and 2017 Global Wind Report (GWEC) Notes: CSP = Concentrated Solar Power, GT = Gas Turbine; CCGT = Combined-cycle Gas Turbines (1) Levelized Cost of Energy, or the NPV of the unit-cost of energy over the lifetime of a generating asset. Data based on 2015 using simple average of China, EU and US (2) Resin plus curing agent 49 (3) Includes boron / martensite, magnesium, other


Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape - Waterborne Subject to FRE 408 In the next five years, half of current Chinese solvent borne epoxy expected to be replaced by WB epoxy Overview Coatings Market by Chemistry¹ 0/0/0 § Epoxy coatings widely used for superior adhesion, flexibility and Polyester Other 128/128/128 corrosion resistance 5% 11% Polyurethane – Most conventional solvent-borne coatings emit high levels of 7% 187/224/227 VOCs, a leading cause of air pollution and smog Epoxy- polyester – Regulatory efforts to reduce VOC emissions driving demand 3% 51/51/153 Epoxy 9% 255/255/255 Acrylic Alkyd 48% 17% 0/153/153 Waterborne Coatings Market Dynamics Epoxy Resin by Technology 153/204/0 100% Solids § China is a meaningful portion of the WB epoxy market (37%) and 2% expected to grow substantially over the next five years Powder 12% (89% by 2022E) Waterborne § Hexion one of two global players with a presence in China 12% – Several smaller regional players offering lower quality product § Reputation for technical expertise with brand recognition and Added this vs. Auto e-coat proven track record of cultivating local relationships 22% Solventborne markup 52% Source: KNG Global Paints & Coatings 2013-2018 (1) Sold into automotive/truck e-primers which are not addressable for Hexion 50 Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape - Waterborne Subject to FRE 408 In the next five years, half of current Chinese solvent borne epoxy expected to be replaced by WB epoxy Overview Coatings Market by Chemistry¹ 0/0/0 § Epoxy coatings widely used for superior adhesion, flexibility and Polyester Other 128/128/128 corrosion resistance 5% 11% Polyurethane – Most conventional solvent-borne coatings emit high levels of 7% 187/224/227 VOCs, a leading cause of air pollution and smog Epoxy- polyester – Regulatory efforts to reduce VOC emissions driving demand 3% 51/51/153 Epoxy 9% 255/255/255 Acrylic Alkyd 48% 17% 0/153/153 Waterborne Coatings Market Dynamics Epoxy Resin by Technology 153/204/0 100% Solids § China is a meaningful portion of the WB epoxy market (37%) and 2% expected to grow substantially over the next five years Powder 12% (89% by 2022E) Waterborne § Hexion one of two global players with a presence in China 12% – Several smaller regional players offering lower quality product § Reputation for technical expertise with brand recognition and Added this vs. Auto e-coat proven track record of cultivating local relationships 22% Solventborne markup 52% Source: KNG Global Paints & Coatings 2013-2018 (1) Sold into automotive/truck e-primers which are not addressable for Hexion 50


Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape - Automotive Subject to FRE 408 Electrification brings new opportunities for battery boxes and e-motors for insulation and FST performance Growth in Electric Vehicles Shifting Vehicle Material Composition¹ 0/0/0 (volume by powertrain, m units) (vehicle material composition) 128/128/128 Other² 116.5 Composites Other² 108.0 9% 103.1 Steel 2.3 2% 19% 10.4 93.0 0.2 6.5 20% 3.1 187/224/227 5.6 New Energy Aluminum 23.7 32.4 43.3 17.8 Vehicles 9% Composites 14.4 12.9 6% 12.4 High 2015 2020E 51/51/153 Strength 69.4 Conventional 61.9 56.2 Aluminum HSLA 48.1 Powertrain Steel 10% 15% 17% 255/255/255 2017E 2022E 2025E 2030E High Strength Steel Steel HSLA ICE Gas ICE Diesel Hybrids BEV Fuel Cell 43% 20% 30% 0/153/153 ü Electric Vehicles are expected to grow at ~4x over the next ten years, however the batteries in EV’s weigh significantly more (+400 kg) 153/204/0 ü CO emissions not eliminated by electrification will have to be decreased through light-weighting of vehicle construction materials 2 (i.e. composite) Emission Controls Drive Vehicle Light-Weighting… …Resulting in Composites Gaining Market Share ü Electrification: major OEMs are accelerating the move to hybrid ü Overall share of composites projected to increase 400bps by 2020 and battery electric vehicles to meet emission regulations ü Global epoxy in auto expected to grow 19% per annum ü Emission Regulations: due to regulation, light-weighting will have until 2022 a positive effect on carbon and glass reinforced fiber consumption ü Epoxy in auto is on the verge of becoming significantly more ü Performance: luxury and premium OEMs use carbon fiber in competitive in higher volume production markets with structural applications to significantly reduce vehicle weight for improved affordability of carbon and glass fiber solutions better performance Source: June-2017 Faurecia investor materials, 2017 Technology Roadmaps (Center for Automotive Research), 2017 IHS Global Automotive Light Vehicle Production, Expert interviews Notes: HLSA = High Strength Low Alloy (1) Based on Body in White of 42 mainstream vehicles in the US 51 (2) Includes boron/martensite, magnesium, other Confidential EPS Subject to Substantial Revision Professional Eyes Only Industry Landscape - Automotive Subject to FRE 408 Electrification brings new opportunities for battery boxes and e-motors for insulation and FST performance Growth in Electric Vehicles Shifting Vehicle Material Composition¹ 0/0/0 (volume by powertrain, m units) (vehicle material composition) 128/128/128 Other² 116.5 Composites Other² 108.0 9% 103.1 Steel 2.3 2% 19% 10.4 93.0 0.2 6.5 20% 3.1 187/224/227 5.6 New Energy Aluminum 23.7 32.4 43.3 17.8 Vehicles 9% Composites 14.4 12.9 6% 12.4 High 2015 2020E 51/51/153 Strength 69.4 Conventional 61.9 56.2 Aluminum HSLA 48.1 Powertrain Steel 10% 15% 17% 255/255/255 2017E 2022E 2025E 2030E High Strength Steel Steel HSLA ICE Gas ICE Diesel Hybrids BEV Fuel Cell 43% 20% 30% 0/153/153 ü Electric Vehicles are expected to grow at ~4x over the next ten years, however the batteries in EV’s weigh significantly more (+400 kg) 153/204/0 ü CO emissions not eliminated by electrification will have to be decreased through light-weighting of vehicle construction materials 2 (i.e. composite) Emission Controls Drive Vehicle Light-Weighting… …Resulting in Composites Gaining Market Share ü Electrification: major OEMs are accelerating the move to hybrid ü Overall share of composites projected to increase 400bps by 2020 and battery electric vehicles to meet emission regulations ü Global epoxy in auto expected to grow 19% per annum ü Emission Regulations: due to regulation, light-weighting will have until 2022 a positive effect on carbon and glass reinforced fiber consumption ü Epoxy in auto is on the verge of becoming significantly more ü Performance: luxury and premium OEMs use carbon fiber in competitive in higher volume production markets with structural applications to significantly reduce vehicle weight for improved affordability of carbon and glass fiber solutions better performance Source: June-2017 Faurecia investor materials, 2017 Technology Roadmaps (Center for Automotive Research), 2017 IHS Global Automotive Light Vehicle Production, Expert interviews Notes: HLSA = High Strength Low Alloy (1) Based on Body in White of 42 mainstream vehicles in the US 51 (2) Includes boron/martensite, magnesium, other


Confidential EPS Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 187/224/227 $936 $901 $868 $852 $835 $831 $808 $785 $786 $726 $695 $702 $697 $677 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 13.6% (1.4%) 4.9% (10.5%) 7.7% (7.5%) (11.2%) 8.0% 16.0% 8.3% 0.5% (5.4%) (15.0%) (11.6%) 12.9% 2.6% 3.0% 3.0% 3.0% Revenue Growth 18.7% 49.2% 3.8% (13.2%) 11.3% (1.9%) (13.7%) 2.6% 19.6% 2.5% (7.8%) (7.6%) (10.7%) (4.1%) 16.0% 3.3% 3.9% 3.8% 3.8% Commentary § Total revenue has declined 18% since 2015 driven by decreased volume and pricing for wind infusion resins in China as well as a decline of oil-based raw materials § Demand for bonding paste for longer turbine blades continues to be strong due to differentiated technology position § Growth opportunities exist for waterborne applications especially in China where environmental regulations mandate greener technology § Demand for adhesives, coatings and electrical applications remains steady Source: Company Management 52 Confidential EPS Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 187/224/227 $936 $901 $868 $852 $835 $831 $808 $785 $786 $726 $695 $702 $697 $677 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 13.6% (1.4%) 4.9% (10.5%) 7.7% (7.5%) (11.2%) 8.0% 16.0% 8.3% 0.5% (5.4%) (15.0%) (11.6%) 12.9% 2.6% 3.0% 3.0% 3.0% Revenue Growth 18.7% 49.2% 3.8% (13.2%) 11.3% (1.9%) (13.7%) 2.6% 19.6% 2.5% (7.8%) (7.6%) (10.7%) (4.1%) 16.0% 3.3% 3.9% 3.8% 3.8% Commentary § Total revenue has declined 18% since 2015 driven by decreased volume and pricing for wind infusion resins in China as well as a decline of oil-based raw materials § Demand for bonding paste for longer turbine blades continues to be strong due to differentiated technology position § Growth opportunities exist for waterborne applications especially in China where environmental regulations mandate greener technology § Demand for adhesives, coatings and electrical applications remains steady Source: Company Management 52


Confidential EPS Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $143 $142 187/224/227 $108 $100 51/51/153 $92 $85 $80 $76 $65 $64 255/255/255 $59 $59 $51 $43 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (52.7%) (14.3%) (15.3%) 76.8% 88.1% (0.7%) (53.9%) (55.0%) (9.8%) 34.9% 7.2% 7.4% 9.2% 8.3% EBITDA Margin % 7.6% 7.5% 6.2% 9.1% 16.8% 18.1% 9.0% 9.1% 8.5% 9.8% 10.2% 10.6% 11.1% 11.6% Commentary § Delays in expanding the power grid in Eastern China and uncertainty around the continuation of subsidies in the United States drove EBITDA decline in 2011 – 2013 § EBITDA has declined 55% since in 2015 driven by slowdown in Chinese wind and increased raw materials cost – Margins have declined by ~770bps § Business impacted by increased LER costs which is partially reflected in BERI results Source: Company Management 53 Confidential EPS Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $143 $142 187/224/227 $108 $100 51/51/153 $92 $85 $80 $76 $65 $64 255/255/255 $59 $59 $51 $43 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (52.7%) (14.3%) (15.3%) 76.8% 88.1% (0.7%) (53.9%) (55.0%) (9.8%) 34.9% 7.2% 7.4% 9.2% 8.3% EBITDA Margin % 7.6% 7.5% 6.2% 9.1% 16.8% 18.1% 9.0% 9.1% 8.5% 9.8% 10.2% 10.6% 11.1% 11.6% Commentary § Delays in expanding the power grid in Eastern China and uncertainty around the continuation of subsidies in the United States drove EBITDA decline in 2011 – 2013 § EBITDA has declined 55% since in 2015 driven by slowdown in Chinese wind and increased raw materials cost – Margins have declined by ~770bps § Business impacted by increased LER costs which is partially reflected in BERI results Source: Company Management 53


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 D. Versatics Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 D. Versatics


Confidential Versatics Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Superior Versatic Acid & Derivatives offerings to architectural, industrial and automotive industries Overview Total Revenue By Geography & Product 0/0/0 (1) (1) § Global producer of specialty monomers that provide superior Geography Mix Product Mix value in diverse coatings and construction formulations 128/128/128 § Versatic Acid – Synthetic tertiary acid with highly branched structure EMEA Americas 187/224/227 Versatic Acid providing diverse formulation properties VeoVa Ester 49% 21% 23% 46% – Imparts unique chemical properties in a cost-effective way to a wide variety of applications 51/51/153 § VeoVa Ester – Vinyl ester of Versatic™ Acid primarily used for decorative 255/255/255 paints and mortar admixtures – Enhances decorative paints’ aesthetics and durability and improves performance of RDP end uses Asia Pacific 0/153/153 30% Cardura Ester § Cardura Ester 31% – Primarily used in acrylic polyols and polyester polyols to 153/204/0 make resins for high performance automotive and industrial coatings Selected Competitors Industry Snapshot End-Market Global Demand by Product (2016A – 2022E CAGR) ~4% ~3% ~2-3% ~3% Decorative Coatings Construction Adhesives Automotive Coatings Industrial Coatings (1) Based on LTM period ending March 31, 2018 55 Confidential Versatics Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Superior Versatic Acid & Derivatives offerings to architectural, industrial and automotive industries Overview Total Revenue By Geography & Product 0/0/0 (1) (1) § Global producer of specialty monomers that provide superior Geography Mix Product Mix value in diverse coatings and construction formulations 128/128/128 § Versatic Acid – Synthetic tertiary acid with highly branched structure EMEA Americas 187/224/227 Versatic Acid providing diverse formulation properties VeoVa Ester 49% 21% 23% 46% – Imparts unique chemical properties in a cost-effective way to a wide variety of applications 51/51/153 § VeoVa Ester – Vinyl ester of Versatic™ Acid primarily used for decorative 255/255/255 paints and mortar admixtures – Enhances decorative paints’ aesthetics and durability and improves performance of RDP end uses Asia Pacific 0/153/153 30% Cardura Ester § Cardura Ester 31% – Primarily used in acrylic polyols and polyester polyols to 153/204/0 make resins for high performance automotive and industrial coatings Selected Competitors Industry Snapshot End-Market Global Demand by Product (2016A – 2022E CAGR) ~4% ~3% ~2-3% ~3% Decorative Coatings Construction Adhesives Automotive Coatings Industrial Coatings (1) Based on LTM period ending March 31, 2018 55


Confidential Versatics Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 ü Versatics has access to reliable supplies of key Versatic™ 128/128/128 § Imparts unique chemical properties in a materials for complex production processes, #1 Acid cost-effective way to a wide variety of providing significant barriers to entry applications Pharmaceuticals 187/224/227 ü Versatics products offer compelling performance Global benefits to end users while representing a § ~70% consumed internally to produce Agriculture fraction of the total cost of a finished VeoVa™ Ester and Cardura™ Ester; ~30% 51/51/153 paint/coating sold to third party customers Other 255/255/255 VeoVa™ Ester § Primarily used for decorative paints and 0/153/153 mortar admixtures Architectural 153/204/0 § Enhances decorative paints’ aesthetics and Raw Materials durability and improves performance of RDP Construction end uses § Versatics’ primary raw materials include nonene, acetylene, carbon monoxide, and diisobutylene Cardura™ Ester § Primarily used in acrylic polyols and polyester polyols to make resins for high performance automotive and industrial coatings Automotive § Premium product enabling low VOC, high- Industrial performance resins Source: Management materials Note: Market share based on industry-wide volume, utilizing Management estimates. Versatic™ Acid includes production for captive use. LTM period ending March 31, 2018. 56 Confidential Versatics Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 ü Versatics has access to reliable supplies of key Versatic™ 128/128/128 § Imparts unique chemical properties in a materials for complex production processes, #1 Acid cost-effective way to a wide variety of providing significant barriers to entry applications Pharmaceuticals 187/224/227 ü Versatics products offer compelling performance Global benefits to end users while representing a § ~70% consumed internally to produce Agriculture fraction of the total cost of a finished VeoVa™ Ester and Cardura™ Ester; ~30% 51/51/153 paint/coating sold to third party customers Other 255/255/255 VeoVa™ Ester § Primarily used for decorative paints and 0/153/153 mortar admixtures Architectural 153/204/0 § Enhances decorative paints’ aesthetics and Raw Materials durability and improves performance of RDP Construction end uses § Versatics’ primary raw materials include nonene, acetylene, carbon monoxide, and diisobutylene Cardura™ Ester § Primarily used in acrylic polyols and polyester polyols to make resins for high performance automotive and industrial coatings Automotive § Premium product enabling low VOC, high- Industrial performance resins Source: Management materials Note: Market share based on industry-wide volume, utilizing Management estimates. Versatic™ Acid includes production for captive use. LTM period ending March 31, 2018. 56


Confidential Versatics Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Paints & Coatings applications are poised to realize growth over the near‐term, especially in developing regions where VA&D has a strong presence Segment Drivers Industry Trends 0/0/0 Global Paints & Coatings Growth² 128/128/128 6.5% Continued demand for housing, Architectural improved aesthetics and 4.0% 187/224/227 3.0% 2.9% durability, and remodeling 2.0% driving demand for architectural (27% of Versatics Net Sales) 51/51/153 coatings North America Europe China ROW Global 255/255/255 Global Automotive Production (m vehicles) 0/153/153 106 93 81 Expanding middle class globally 31 Automotive 26 driving higher demand for 28 32 27 153/204/0 19 passenger and commercial 23 22 19 (28% of Versatics Net Sales) 15 18 19 transportation 2012 2016 2022E North America Europe China ROW Global Infrastructure Spending¹ ($ in Trillions) $10 Global infrastructure spending Industrial $8 expected to exceed $9 trillion by $6 2025 driven by demographic shifts $4 (24% of Versatics Net Sales) and growing urbanization $2 $0 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 Source: 2017 Technology Roadmaps (Center for Automotive Research), IHS Paint and Coatings Chemical Economics Handbook (1) PricewaterhouseCoopers Outlook to 2025 and Oxford Economics. The infrastructure trend is relevant to protective coatings, or industrial maintenance coatings, which are used in bridges, municipal infrastructure, industrial plants and pipelines, etc. 57 (2) IHS Paints & Coatings projected demand growth from 2016 to 2021 Confidential Versatics Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Paints & Coatings applications are poised to realize growth over the near‐term, especially in developing regions where VA&D has a strong presence Segment Drivers Industry Trends 0/0/0 Global Paints & Coatings Growth² 128/128/128 6.5% Continued demand for housing, Architectural improved aesthetics and 4.0% 187/224/227 3.0% 2.9% durability, and remodeling 2.0% driving demand for architectural (27% of Versatics Net Sales) 51/51/153 coatings North America Europe China ROW Global 255/255/255 Global Automotive Production (m vehicles) 0/153/153 106 93 81 Expanding middle class globally 31 Automotive 26 driving higher demand for 28 32 27 153/204/0 19 passenger and commercial 23 22 19 (28% of Versatics Net Sales) 15 18 19 transportation 2012 2016 2022E North America Europe China ROW Global Infrastructure Spending¹ ($ in Trillions) $10 Global infrastructure spending Industrial $8 expected to exceed $9 trillion by $6 2025 driven by demographic shifts $4 (24% of Versatics Net Sales) and growing urbanization $2 $0 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024 Source: 2017 Technology Roadmaps (Center for Automotive Research), IHS Paint and Coatings Chemical Economics Handbook (1) PricewaterhouseCoopers Outlook to 2025 and Oxford Economics. The infrastructure trend is relevant to protective coatings, or industrial maintenance coatings, which are used in bridges, municipal infrastructure, industrial plants and pipelines, etc. 57 (2) IHS Paints & Coatings projected demand growth from 2016 to 2021


Confidential Versatics Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $271 $273 $270 $268 $264 $264 $256 $248 $241 $226 187/224/227 $221 $218 $209 $208 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth (9.2%) 8.6% 2.9% 1.1% (8.6%) (1.8%) 6.6% (0.6%) (12.7%) 10.9% 2.2% 2.0% 2.0% 2.0% Revenue Growth 7.1% 1.4% 1.2% (0.5%) (16.1%) (7.8%) 6.1% 4.3% (6.2%) 15.9% 3.2% 3.0% 3.2% 3.3% Commentary § Total revenue has declined 19% since 2014 driven by drop in feedstocks due to oil price decline and VeoVa force majeure § Revenue has been fairly stable since 2016 § 2019E revenue increase is driven by expected share recovery as VeoVa system costs are expected to be more competitive versus alternative technology Source: Company Management 58 Confidential Versatics Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $271 $273 $270 $268 $264 $264 $256 $248 $241 $226 187/224/227 $221 $218 $209 $208 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth (9.2%) 8.6% 2.9% 1.1% (8.6%) (1.8%) 6.6% (0.6%) (12.7%) 10.9% 2.2% 2.0% 2.0% 2.0% Revenue Growth 7.1% 1.4% 1.2% (0.5%) (16.1%) (7.8%) 6.1% 4.3% (6.2%) 15.9% 3.2% 3.0% 3.2% 3.3% Commentary § Total revenue has declined 19% since 2014 driven by drop in feedstocks due to oil price decline and VeoVa force majeure § Revenue has been fairly stable since 2016 § 2019E revenue increase is driven by expected share recovery as VeoVa system costs are expected to be more competitive versus alternative technology Source: Company Management 58


Confidential Versatics Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $66 $63 $61 $59 187/224/227 $56 $55 $53 $49 $44 $43 51/51/153 $39 $33 255/255/255 $22 $18 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (31.1%) 32.0% (58.3%) 24.8% 75.3% 54.9% (9.4%) (18.9%) (20.0%) 19.7% 5.2% 5.3% 6.5% 6.1% EBITDA Margin % 12.4% 16.1% 6.6% 8.3% 17.4% 29.2% 25.0% 22.7% 21.3% 22.0% 22.4% 22.9% 23.7% 24.3% Commentary § Profitability improved after 2013-2014 due to cost reductions § Insurance proceeds excluded in 2015 and 2016 related to 2014’s force majeure due to a supplier outage Source: Company Management 59 Confidential Versatics Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $66 $63 $61 $59 187/224/227 $56 $55 $53 $49 $44 $43 51/51/153 $39 $33 255/255/255 $22 $18 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (31.1%) 32.0% (58.3%) 24.8% 75.3% 54.9% (9.4%) (18.9%) (20.0%) 19.7% 5.2% 5.3% 6.5% 6.1% EBITDA Margin % 12.4% 16.1% 6.6% 8.3% 17.4% 29.2% 25.0% 22.7% 21.3% 22.0% 22.4% 22.9% 23.7% 24.3% Commentary § Profitability improved after 2013-2014 due to cost reductions § Insurance proceeds excluded in 2015 and 2016 related to 2014’s force majeure due to a supplier outage Source: Company Management 59


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 E. PSR Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 E. PSR


Confidential PSR Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 With its leading position and broad capabilities, PSR is the only player that can produce products for all key end-markets in all geographies Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § Producer of phenolic specialty resins and engineered Geography Mix Industry Mix thermoset molding compounds 128/128/128 Chemical – Serves construction, industrial, auto & transportation and Americas Intermediates chemical end uses in North America, EMEA and Asia 16% & Specialties 187/224/227 Construction Pacific 14% 39% – Products used to provide binding qualities in applications Asia Pacific 4% 51/51/153 that require heat, chemical and strength resistance Auto & Transport § #1 in North America and Europe with globally recognizable 20% brands and trademarks, including Bakelite®, known for 255/255/255 technology, quality and service § PSR assets benefit from: 0/153/153 EMEA Industrial 80% – Growth in new home construction, automotive builds and 27% growing global construction end uses 153/204/0 – Emission regulations, alternative propulsion and light- weighting of vehicles propelling phenolic ETS usage Selected Competitors Industry Snapshot Global Demand by Product 2018 – 2022 CAGR ~4% ~2% ~2% Automotive Construction Industrial Production Source: EIA, Statista (1) Based on LTM period ending June 30, 2018 61 Confidential PSR Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 With its leading position and broad capabilities, PSR is the only player that can produce products for all key end-markets in all geographies Overview Total Revenue By Geography & Industry 0/0/0 (1) (1) § Producer of phenolic specialty resins and engineered Geography Mix Industry Mix thermoset molding compounds 128/128/128 Chemical – Serves construction, industrial, auto & transportation and Americas Intermediates chemical end uses in North America, EMEA and Asia 16% & Specialties 187/224/227 Construction Pacific 14% 39% – Products used to provide binding qualities in applications Asia Pacific 4% 51/51/153 that require heat, chemical and strength resistance Auto & Transport § #1 in North America and Europe with globally recognizable 20% brands and trademarks, including Bakelite®, known for 255/255/255 technology, quality and service § PSR assets benefit from: 0/153/153 EMEA Industrial 80% – Growth in new home construction, automotive builds and 27% growing global construction end uses 153/204/0 – Emission regulations, alternative propulsion and light- weighting of vehicles propelling phenolic ETS usage Selected Competitors Industry Snapshot Global Demand by Product 2018 – 2022 CAGR ~4% ~2% ~2% Automotive Construction Industrial Production Source: EIA, Statista (1) Based on LTM period ending June 30, 2018 61


Confidential PSR Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 § PSR brands renowned for technology, quality and ü PSR is one of only three global players and the only player able to 128/128/128 service serve all key segments ü PSR’s world class supply chain, with strategically located ® § Bakelite and Durite™ phenol formaldehyde resins critical 187/224/227 manufacturing, tech service and R&D facilities creates a competitive to a variety of automotive and industrial applications advantage and allows unrivaled service to customers – e.g., ability to offer novolac² capabilities in all regions 51/51/153 § Cellobond™ is the gold standard for fire resistant composites ü Labs equipped with end application manufacturing capabilities to serve key customers in strategic segments 255/255/255 § Resonance™ new line of polyols allow for improved flame, smoke and toxicity properties, strength and structures for construction uses 0/153/153 153/204/0 LTM 6/30/18 Financials Raw Materials Founded Volume (KT) Sales ($mm) ® 1910 198 $271mm Bakelite Durite™ 1923 30 $64mm Cellobond™ 1983 38 $58mm Redacted Redacted New polyol launch ~$34mm-$45mm Resonance™ 2018 13 potential net sales upside Source: Management estimates, EPRA (European Phenolic Resins Association) (1) Novolacs are phenol formaldehyde resins with a formaldehyde to phenol ratio of less than one 62 Confidential PSR Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Product Overview Key Stats and Differentiator 0/0/0 § PSR brands renowned for technology, quality and ü PSR is one of only three global players and the only player able to 128/128/128 service serve all key segments ü PSR’s world class supply chain, with strategically located ® § Bakelite and Durite™ phenol formaldehyde resins critical 187/224/227 manufacturing, tech service and R&D facilities creates a competitive to a variety of automotive and industrial applications advantage and allows unrivaled service to customers – e.g., ability to offer novolac² capabilities in all regions 51/51/153 § Cellobond™ is the gold standard for fire resistant composites ü Labs equipped with end application manufacturing capabilities to serve key customers in strategic segments 255/255/255 § Resonance™ new line of polyols allow for improved flame, smoke and toxicity properties, strength and structures for construction uses 0/153/153 153/204/0 LTM 6/30/18 Financials Raw Materials Founded Volume (KT) Sales ($mm) ® 1910 198 $271mm Bakelite Durite™ 1923 30 $64mm Cellobond™ 1983 38 $58mm Redacted Redacted New polyol launch ~$34mm-$45mm Resonance™ 2018 13 potential net sales upside Source: Management estimates, EPRA (European Phenolic Resins Association) (1) Novolacs are phenol formaldehyde resins with a formaldehyde to phenol ratio of less than one 62


Confidential PSR Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Selected Long-Term Growth Drivers End Uses 0/0/0 PSR’s products have FST retardant properties § Construction § Regulatory / Safety 128/128/128 required by enacted safety/regulatory mandates § Composites for rail/aero Mandates § Automotive 187/224/227 PSR’s products have insulation/foam characteristics §§ Construction Industry Energy Consumption that meet evolving energy consumption 51/51/153 Trends Mandates requirements 255/255/255 Emission regulations, alternative propulsion and §§ Automotive & Transportation Emissions lightweighting of vehicles propels usage of phenolic 0/153/153 Regulations engineered thermosets (ETS) 153/204/0 63 Confidential PSR Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 Selected Long-Term Growth Drivers End Uses 0/0/0 PSR’s products have FST retardant properties § Construction § Regulatory / Safety 128/128/128 required by enacted safety/regulatory mandates § Composites for rail/aero Mandates § Automotive 187/224/227 PSR’s products have insulation/foam characteristics §§ Construction Industry Energy Consumption that meet evolving energy consumption 51/51/153 Trends Mandates requirements 255/255/255 Emission regulations, alternative propulsion and §§ Automotive & Transportation Emissions lightweighting of vehicles propels usage of phenolic 0/153/153 Regulations engineered thermosets (ETS) 153/204/0 63


Confidential PSR Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $703 $673 $661 $644 $634 $616 $598 $580 $562 $561 $563 187/224/227 $531 $505 $464 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 6.2% (5.3%) (1.2%) 15.0% (14.8%) 14.8% 3.8% 2.9% (1.5%) 4.7% 2.5% 2.5% 2.5% 2.5% Revenue Growth 23.4% (8.4%) 2.6% 1.9% (25.0%) (8.1%) 14.3% 21.1% 5.8% 0.4% 3.0% 3.0% 3.0% 3.0% Commentary § Total revenue has declined 16% since 2014 while volume is up 0.5% § Revenue declines driven primarily by: – Competitors entering market as demand for resin-coated sand for Oilfield applications has diminished – Excess industry capacity in both North America and Europe pressuring pricing Source: Company Management 64 Confidential PSR Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $703 $673 $661 $644 $634 $616 $598 $580 $562 $561 $563 187/224/227 $531 $505 $464 51/51/153 255/255/255 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 6.2% (5.3%) (1.2%) 15.0% (14.8%) 14.8% 3.8% 2.9% (1.5%) 4.7% 2.5% 2.5% 2.5% 2.5% Revenue Growth 23.4% (8.4%) 2.6% 1.9% (25.0%) (8.1%) 14.3% 21.1% 5.8% 0.4% 3.0% 3.0% 3.0% 3.0% Commentary § Total revenue has declined 16% since 2014 while volume is up 0.5% § Revenue declines driven primarily by: – Competitors entering market as demand for resin-coated sand for Oilfield applications has diminished – Excess industry capacity in both North America and Europe pressuring pricing Source: Company Management 64


Confidential PSR Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $63 $59 $60 $56 187/224/227 $55 $54 $49 $48 $44 $43 $41 51/51/153 $40 $34 $27 255/255/255 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (2.5%) (25.0%) 23.2% (13.0%) (10.7%) (19.7%) (20.2%) 15.8% 52.0% 18.2% 9.9% 4.6% 5.6% 5.0% EBITDA Margin % 8.4% 6.9% 8.3% 7.1% 8.4% 7.4% 5.1% 7.0% 7.4% 8.7% 9.3% 9.4% 9.7% 9.9% Commentary § EBITDA has declined 27% since in 2013 – Margins have declined by ~130bps § Price concessions driven by excess capacity combined with rising raw material prices in 2017 caused a decline in PSR’s MOM/MT § Cost inflation in 2017 drove structural cost reductions in 2018, which are the primary driver of EBITDA improvement Source: Company Management 65 Confidential PSR Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $63 $59 $60 $56 187/224/227 $55 $54 $49 $48 $44 $43 $41 51/51/153 $40 $34 $27 255/255/255 0/153/153 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth (2.5%) (25.0%) 23.2% (13.0%) (10.7%) (19.7%) (20.2%) 15.8% 52.0% 18.2% 9.9% 4.6% 5.6% 5.0% EBITDA Margin % 8.4% 6.9% 8.3% 7.1% 8.4% 7.4% 5.1% 7.0% 7.4% 8.7% 9.3% 9.4% 9.7% 9.9% Commentary § EBITDA has declined 27% since in 2013 – Margins have declined by ~130bps § Price concessions driven by excess capacity combined with rising raw material prices in 2017 caused a decline in PSR’s MOM/MT § Cost inflation in 2017 drove structural cost reductions in 2018, which are the primary driver of EBITDA improvement Source: Company Management 65


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 F. Oilfield Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 F. Oilfield


Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Hexion is a key innovator and leader in the oilfield services chemical market Overview Total Revenue By Geography 0/0/0 § Leading producer of phenolic resin encapsulated sand for oilfield applications 128/128/128 § Historically has been a very high growth and highly profitable segment 187/224/227 § Recent decline in global oil prices has driven E&P’s to 51/51/153 uncoated sand § Technology leadership in the space positions business for 255/255/255 outsized benefits in oil & gas industry recovery § Proven NPD pipeline supports future growth 0/153/153 Americas, 153/204/0 100% Selected Competitors Industry Snapshot Global Demand by Product 2018 - 2022 ~5% ~(3%) ~(7%) NA Sand Proppant NA RCS Proppant NA Ceramic Proppant Source: IHS 67 Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Business Unit Overview Subject to FRE 408 Hexion is a key innovator and leader in the oilfield services chemical market Overview Total Revenue By Geography 0/0/0 § Leading producer of phenolic resin encapsulated sand for oilfield applications 128/128/128 § Historically has been a very high growth and highly profitable segment 187/224/227 § Recent decline in global oil prices has driven E&P’s to 51/51/153 uncoated sand § Technology leadership in the space positions business for 255/255/255 outsized benefits in oil & gas industry recovery § Proven NPD pipeline supports future growth 0/153/153 Americas, 153/204/0 100% Selected Competitors Industry Snapshot Global Demand by Product 2018 - 2022 ~5% ~(3%) ~(7%) NA Sand Proppant NA RCS Proppant NA Ceramic Proppant Source: IHS 67


Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Additives Benefits 0/0/0 ü Effective in fresh water, seawater, and contaminated systems 128/128/128 § Provider of fluid loss additive designed for high- ü Temperature stability up to 204°C (400°F) pressure, high-temperature fluid loss control ü Does not increase the rheology of the drilling fluid system 187/224/227 Drilling § Formulated for superior performance in highly Additives for ü Cost-effective in a wide range of applications contaminated mud systems at elevated temperatures Oil & Gas 51/51/153 255/255/255 § Additives to reduce foam in cement systems 0/153/153 § Product de-aerates and controls foam in cement systems, leading to more consistent and predictable Cementing slurries Additives 153/204/0 Resin-Coated Proppants Product Unique Benefit Cost-efficient Voyager delivery of RCS § Products to improve well economics from drilling through production OilPlus™ Proppants High Oil Production § Hexion first to develop and deploy mobile resin- coating technology, offering efficient in-basin Resin-coated kRT™ 100 Proppant Microfracture Stimulation proppant coating in any location proppants PropTrac™ Proppants Provides Propped Fracture Height Propshield Economical Flowback Reduction Source: Management estimates, Oilfield 68 Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Key Product Overview Subject to FRE 408 Additives Benefits 0/0/0 ü Effective in fresh water, seawater, and contaminated systems 128/128/128 § Provider of fluid loss additive designed for high- ü Temperature stability up to 204°C (400°F) pressure, high-temperature fluid loss control ü Does not increase the rheology of the drilling fluid system 187/224/227 Drilling § Formulated for superior performance in highly Additives for ü Cost-effective in a wide range of applications contaminated mud systems at elevated temperatures Oil & Gas 51/51/153 255/255/255 § Additives to reduce foam in cement systems 0/153/153 § Product de-aerates and controls foam in cement systems, leading to more consistent and predictable Cementing slurries Additives 153/204/0 Resin-Coated Proppants Product Unique Benefit Cost-efficient Voyager delivery of RCS § Products to improve well economics from drilling through production OilPlus™ Proppants High Oil Production § Hexion first to develop and deploy mobile resin- coating technology, offering efficient in-basin Resin-coated kRT™ 100 Proppant Microfracture Stimulation proppant coating in any location proppants PropTrac™ Proppants Provides Propped Fracture Height Propshield Economical Flowback Reduction Source: Management estimates, Oilfield 68


Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 An industry shift away from resin-coated sand provides opportunity for the new PropShield product 0/0/0 North American Proppant Market Value vs. Proppant Intensity Industry Outlook 128/128/128 RCS demand is expected to moderately decline 2.6% form 2018 § $8 12 – 2020 and remain flat over the 5-year period from 2018 – 2023, 187/224/227 which presents an opportunity for the new PropShield product $7 $6.1 $6.0 10 51/51/153 $5.7 $6 $5.1 $5.0 255/255/255 8 $4.7 $4.6 $5 $4.0 0/153/153 $3.9 $3.8 2014 Proppant Market Share 2020 Proppant Market Share $4 6 by Value by Value $3.3 153/204/0 Ceremic $3 Ceremic 3% $2.2 RCS 4 21% 11% $2 $1.4 2 $1 $0 0 RCS 20% Sand Sand 59% 86% Sand RCS Ceramic NA Avg Proppant/Well Source: IHS Markit Note: Based upon mine-gate basis prices in this report; includes Canada 69 Billions of dollars Millions of Pounds Per WellConfidential Oilfield Subject to Substantial Revision Professional Eyes Only Industry Landscape Subject to FRE 408 An industry shift away from resin-coated sand provides opportunity for the new PropShield product 0/0/0 North American Proppant Market Value vs. Proppant Intensity Industry Outlook 128/128/128 RCS demand is expected to moderately decline 2.6% form 2018 § $8 12 – 2020 and remain flat over the 5-year period from 2018 – 2023, 187/224/227 which presents an opportunity for the new PropShield product $7 $6.1 $6.0 10 51/51/153 $5.7 $6 $5.1 $5.0 255/255/255 8 $4.7 $4.6 $5 $4.0 0/153/153 $3.9 $3.8 2014 Proppant Market Share 2020 Proppant Market Share $4 6 by Value by Value $3.3 153/204/0 Ceremic $3 Ceremic 3% $2.2 RCS 4 21% 11% $2 $1.4 2 $1 $0 0 RCS 20% Sand Sand 59% 86% Sand RCS Ceramic NA Avg Proppant/Well Source: IHS Markit Note: Based upon mine-gate basis prices in this report; includes Canada 69 Billions of dollars Millions of Pounds Per Well


Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $405 $367 $351 187/224/227 $273 51/51/153 $169 $131 $121 $111 255/255/255 $98 $92 $88 $74 $73 $60 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 18.4% (24.2%) 44.7% 25.0% (37.4%) (49.0%) 37.0% (5.5%) (51.2%) (11.3%) 7.0% 12.7% 11.2% 10.1% Revenue Growth 21.7% (25.5%) 28.5% 15.5% (58.2%) (56.4%) 24.9% (0.5%) (34.6%) 45.4% 11.8% 13.3% 9.1% 8.7% Commentary § Total revenue has declined 82% since 2014 § Revenue declines driven primarily by: – Overall declines in oil prices from 2014 to 2015 – Secular shift in the industry from resin-coated sand to uncoated sand, which is less expensive Source: Company Management 70 Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 Revenue 0/0/0 ($ in millions;) 128/128/128 $405 $367 $351 187/224/227 $273 51/51/153 $169 $131 $121 $111 255/255/255 $98 $92 $88 $74 $73 $60 0/153/153 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E 153/204/0 Volume Growth 18.4% (24.2%) 44.7% 25.0% (37.4%) (49.0%) 37.0% (5.5%) (51.2%) (11.3%) 7.0% 12.7% 11.2% 10.1% Revenue Growth 21.7% (25.5%) 28.5% 15.5% (58.2%) (56.4%) 24.9% (0.5%) (34.6%) 45.4% 11.8% 13.3% 9.1% 8.7% Commentary § Total revenue has declined 82% since 2014 § Revenue declines driven primarily by: – Overall declines in oil prices from 2014 to 2015 – Secular shift in the industry from resin-coated sand to uncoated sand, which is less expensive Source: Company Management 70


Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $185 187/224/227 $126 $113 $111 51/51/153 255/255/255 $19 $12 $8 $4 $2 0/153/153 ($6) ($15) ($16) ($16) ($26) 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth 29.2% (40.0%) 1.8% 11.3% (96.8%) (741.6%) (39.7%) (39.9%) (5.2%) (62.5%) (129.1%) 400.4% 49.5% 56.9% EBITDA Margin % 50.4% 40.6% 32.2% 31.0% 2.4% (35.4%) (17.1%) (21.4%) (24.8%) (6.4%) 1.7% 7.3% 10.1% 14.5% Commentary § Expansion of fracking technology drove step change in 2010-2011 § Several new competitors entered the RCS market in 2012-2014, which pressured margins § EBITDA has declined 112% since in 2014 § EBITDA margin declines driven by secular shift to uncoated sand § Penetration of PropShield and higher utilization of the Voyager mobile proppant coater are the key drivers of improved profitability forecasted in 2019 Source: Company Management 71 Confidential Oilfield Subject to Substantial Revision Professional Eyes Only Financial Performance Subject to FRE 408 EBITDA 0/0/0 ($ in millions;) 128/128/128 $185 187/224/227 $126 $113 $111 51/51/153 255/255/255 $19 $12 $8 $4 $2 0/153/153 ($6) ($15) ($16) ($16) ($26) 153/204/0 2011A 2012A 2013A 2014A 2015A 2016A 2017A Q3 '18 LTM 2018E 2019E 2020E 2021E 2022E 2023E EBITDA Y-o-Y Growth 29.2% (40.0%) 1.8% 11.3% (96.8%) (741.6%) (39.7%) (39.9%) (5.2%) (62.5%) (129.1%) 400.4% 49.5% 56.9% EBITDA Margin % 50.4% 40.6% 32.2% 31.0% 2.4% (35.4%) (17.1%) (21.4%) (24.8%) (6.4%) 1.7% 7.3% 10.1% 14.5% Commentary § Expansion of fracking technology drove step change in 2010-2011 § Several new competitors entered the RCS market in 2012-2014, which pressured margins § EBITDA has declined 112% since in 2014 § EBITDA margin declines driven by secular shift to uncoated sand § Penetration of PropShield and higher utilization of the Voyager mobile proppant coater are the key drivers of improved profitability forecasted in 2019 Source: Company Management 71


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 III. Historical & Projected Financial Summary Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 III. Historical & Projected Financial Summary


Confidential Subject to Substantial Revision Professional Eyes Only LTM 9/30/2018 Summary Financial Overview Subject to FRE 408 Q3 2018 LTM 0/0/0 ($ in millions) Revenue EBITDA 1 2 Segment Business Unit $ % of Total $ % Margin % of Total 128/128/128 FPD $1,644 43.4% $280 17.8% 54.2% 187/224/227 51/51/153 BERI 552 14.7% 110 19.9% 20.3% 255/255/255 EPS 702 18.7% 64 9.1% 11.9% 0/153/153 Versatics 218 5.8% 49 22.7% 9.2% 153/204/0 EPCD PSR 562 15.0% 40 7.0% 7.3% Oilfield 73 2.0% (16) (21.4%) (2.9%) EPCD Admin 34 n/m (8) n/m n/m Corporate & Adjustments — n/m (73) n/m n/m Company Total $3,784 n/m $446 11.8% n/m Source: Company Financials Note: Segment EBITDA shown pro forma for divested business units (1) Percentages shown exclude corporate overhead and EPCD administrative revenue 73 (2) Percentages shown exclude excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses Confidential Subject to Substantial Revision Professional Eyes Only LTM 9/30/2018 Summary Financial Overview Subject to FRE 408 Q3 2018 LTM 0/0/0 ($ in millions) Revenue EBITDA 1 2 Segment Business Unit $ % of Total $ % Margin % of Total 128/128/128 FPD $1,644 43.4% $280 17.8% 54.2% 187/224/227 51/51/153 BERI 552 14.7% 110 19.9% 20.3% 255/255/255 EPS 702 18.7% 64 9.1% 11.9% 0/153/153 Versatics 218 5.8% 49 22.7% 9.2% 153/204/0 EPCD PSR 562 15.0% 40 7.0% 7.3% Oilfield 73 2.0% (16) (21.4%) (2.9%) EPCD Admin 34 n/m (8) n/m n/m Corporate & Adjustments — n/m (73) n/m n/m Company Total $3,784 n/m $446 11.8% n/m Source: Company Financials Note: Segment EBITDA shown pro forma for divested business units (1) Percentages shown exclude corporate overhead and EPCD administrative revenue 73 (2) Percentages shown exclude excludes corporate overhead expenses, as well as FPD and EPCD administrative expenses


Confidential Subject to Substantial Revision Professional Eyes Only Key Consolidated Forecast Assumptions Subject to FRE 408 Preliminary financials prepared in September / October; reforecast prepared in January 2019 § Long-term volume growth assumptions by business unit 0/0/0 – Third-party research reports on end markets – Driven by Management’s assessment of end market demand and competitive dynamics 128/128/128 Growth § Raw materials prices, increased at 1% per annum – Inflation in raw material prices not projected to impact margins 187/224/227 § Foreign exchange assumed to be flat beyond 2019E 51/51/153 § Margin over Material (MOM) per ton for most business lines is assumed to be flat § Fixed manufacturing overhead assumed to increase annually between 1% - 2% after productivity gains, 255/255/255 consistent with historical productivity gains and the result of growth and productivity investments EBITDA § SG&A costs assumed to increase at 1% - 2% annually 0/153/153 § 7.7% EBITDA CAGR for EPCD and 4.0% EBITDA CAGR for FPD from FY2018E – FY2023E 153/204/0 § Net Trading Capital projected based on historical days sales outstanding (DSO), days inventory outstanding (DIO) and days payable outstanding (DPO), adjusting for increases in volume growth Net Trading Capital – DSO and DPO projection held flat across quarters throughout projection period; assumes seasonality consistent with historic trends – DIO projection assumes seasonality consistent with historical trends § For FY2019E – FY2023E, capital expenditures projected to remain at levels consistent with historical normalized Capital levels with relatively low spend attributed to growth projects vs. maintenance and environmental, health and Expenditures safety Note: 2019E reflects Company budget 74 Confidential Subject to Substantial Revision Professional Eyes Only Key Consolidated Forecast Assumptions Subject to FRE 408 Preliminary financials prepared in September / October; reforecast prepared in January 2019 § Long-term volume growth assumptions by business unit 0/0/0 – Third-party research reports on end markets – Driven by Management’s assessment of end market demand and competitive dynamics 128/128/128 Growth § Raw materials prices, increased at 1% per annum – Inflation in raw material prices not projected to impact margins 187/224/227 § Foreign exchange assumed to be flat beyond 2019E 51/51/153 § Margin over Material (MOM) per ton for most business lines is assumed to be flat § Fixed manufacturing overhead assumed to increase annually between 1% - 2% after productivity gains, 255/255/255 consistent with historical productivity gains and the result of growth and productivity investments EBITDA § SG&A costs assumed to increase at 1% - 2% annually 0/153/153 § 7.7% EBITDA CAGR for EPCD and 4.0% EBITDA CAGR for FPD from FY2018E – FY2023E 153/204/0 § Net Trading Capital projected based on historical days sales outstanding (DSO), days inventory outstanding (DIO) and days payable outstanding (DPO), adjusting for increases in volume growth Net Trading Capital – DSO and DPO projection held flat across quarters throughout projection period; assumes seasonality consistent with historic trends – DIO projection assumes seasonality consistent with historical trends § For FY2019E – FY2023E, capital expenditures projected to remain at levels consistent with historical normalized Capital levels with relatively low spend attributed to growth projects vs. maintenance and environmental, health and Expenditures safety Note: 2019E reflects Company budget 74


Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Revenue Subject to FRE 408 1 Revenue by Segment 0/0/0 FPD EPCD ($ in millions) 128/128/128 $4,698 $4,671 $4,637 $4,531 $4,416 $4,395 $4,388 $4,286 $4,263 $4,122 $4,130 $4,004 187/224/227 $3,786 $3,784 $3,797 $3,753 $3,574 $3,236 $2,662 $3,047 $2,796 $2,904 $2,682 $2,592 51/51/153 $2,640 $2,640 $2,567 $2,505 $2,417 $2,530 $2,334 $2,141 $2,115 $2,289 $2,220 $2,052 $1,908 255/255/255 $1,860 0/153/153 $2,036 $1,842 $1,803 $1,849 $1,776 $1,766 $1,748 $1,758 $1,718 $1,682 $1,671 $1,714 $1,644 $1,593 $1,497 $1,533 $1,522 $1,328 $1,187 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E Y-o-Y Growth % FPD 7.0% 18.6% 14.6% (41.7%) 34.2% 10.9% (2.7%) 1.8% 5.3% (16.8%) (13.4%) 14.7% 11.8% 10.5% (0.7%) 2.6% 2.6% 2.6% 2.6% EPCD 0.5% 15.3% 0.9% (30.1%) 36.0% 14.8% (11.6%) 2.8% 5.9% (20.6%) (14.0%) 7.5% 8.8% 3.1% 10.4% 3.6% 3.7% 3.5% 3.5% Revenue 3.0% 16.6% 6.4% (35.1%) 35.3% 13.3% (8.2%) 2.4% 5.7% (19.1%) (13.8%) 10.5% 10.1% 6.2% 5.5% 3.1% 3.2% 3.1% 3.1% Historicals Projections § Rebound post-2009 recession in both FPD and EPCD segments § Modest revenue growth in projection period driven by volume growth from the continued recovery in housing starts as well as improving general construction and wind energy demand § New products in FPD, EPS, PSR and Oilfield will also drive growth throughout the projection period Source: Company Management (1) Divestitures excluded from total 75 Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Revenue Subject to FRE 408 1 Revenue by Segment 0/0/0 FPD EPCD ($ in millions) 128/128/128 $4,698 $4,671 $4,637 $4,531 $4,416 $4,395 $4,388 $4,286 $4,263 $4,122 $4,130 $4,004 187/224/227 $3,786 $3,784 $3,797 $3,753 $3,574 $3,236 $2,662 $3,047 $2,796 $2,904 $2,682 $2,592 51/51/153 $2,640 $2,640 $2,567 $2,505 $2,417 $2,530 $2,334 $2,141 $2,115 $2,289 $2,220 $2,052 $1,908 255/255/255 $1,860 0/153/153 $2,036 $1,842 $1,803 $1,849 $1,776 $1,766 $1,748 $1,758 $1,718 $1,682 $1,671 $1,714 $1,644 $1,593 $1,497 $1,533 $1,522 $1,328 $1,187 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E Y-o-Y Growth % FPD 7.0% 18.6% 14.6% (41.7%) 34.2% 10.9% (2.7%) 1.8% 5.3% (16.8%) (13.4%) 14.7% 11.8% 10.5% (0.7%) 2.6% 2.6% 2.6% 2.6% EPCD 0.5% 15.3% 0.9% (30.1%) 36.0% 14.8% (11.6%) 2.8% 5.9% (20.6%) (14.0%) 7.5% 8.8% 3.1% 10.4% 3.6% 3.7% 3.5% 3.5% Revenue 3.0% 16.6% 6.4% (35.1%) 35.3% 13.3% (8.2%) 2.4% 5.7% (19.1%) (13.8%) 10.5% 10.1% 6.2% 5.5% 3.1% 3.2% 3.1% 3.1% Historicals Projections § Rebound post-2009 recession in both FPD and EPCD segments § Modest revenue growth in projection period driven by volume growth from the continued recovery in housing starts as well as improving general construction and wind energy demand § New products in FPD, EPS, PSR and Oilfield will also drive growth throughout the projection period Source: Company Management (1) Divestitures excluded from total 75


Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Segment EBITDA Subject to FRE 408 1 EBITDA by Segment 0/0/0 FPD EPCD Corporate & Other ($ in millions) 128/128/128 $593 $559 $561 $539 $528 $500 $514 187/224/227 $470 $446 $445 $441 $414 $414 $409 $431 $331 $398 $383 $307 $361 $287 $266 $321 $245 51/51/153 $434 $441 $239 $228 $388 $244 $257 $295 $228 $280 $221 $175 $325 $270 255/255/255 $346 $334 $321 $312 $300 $280 $285 $252 $253 $232 $230 $236 $202 $203 $180 $181 $182 $152 $114 0/153/153 (45) (54) (57) (63) (63) (65) (67) (73) (70) (74) (73) (69) (76) (76) (78) (80) (83) (81) (83) 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E Y-o-Y Growth % FPD (6.1%) 18.9% 12.3% (43.7%) 59.0% 0.3% 11.5% 14.4% 8.6% (8.8%) 2.7% 7.1% 13.4% 13.0% 5.2% 4.0% 2.8% 4.0% 3.5% EPCD 7.9% 19.4% (27.7%) (3.8%) 61.0% 1.7% (33.3%) (25.0%) 10.5% 5.4% (11.4%) (23.4%) 39.1% 30.7% 7.5% 8.3% 7.8% 7.0% 7.9% Corporate & Other 2.6% 20.1% 36.0% (14.1%) 21.1% (18.0%) (9.7%) 23.9% 18.0% (11.0%) (10.9%) 1.8% 2.1% 3.5% 10.3% 2.2% 2.3% 2.3% 2.3% EBITDA 4.3% 19.2% (20.4%) (21.7%) 68.2% 4.0% (21.4%) (13.1%) 8.0% (0.0%) (3.7%) (9.5%) 25.3% 23.3% 5.6% 6.6% 5.5% 5.9% 6.1% FPD 10.1% 10.1% 9.9% 9.6% 11.4% 10.3% 11.8% 13.3% 13.7% 15.0% 17.8% 16.6% 17.0% 17.0% 18.0% 18.2% 18.3% 18.5% 18.7% EPCD 14.2% 14.7% 10.5% 14.5% 17.2% 15.2% 11.5% 8.4% 8.7% 11.6% 11.9% 8.5% 11.2% 10.8% 10.5% 11.0% 11.4% 11.8% 12.3% EBITDA 11.4% 11.6% 8.7% 10.5% 13.1% 12.0% 10.3% 8.7% 8.9% 11.0% 12.3% 10.1% 11.8% 11.7% 11.7% 12.1% 12.4% 12.7% 13.1% Historicals Projections § EBITDA rebounded strong post-recession from U.S housing starts § Productivity savings, along with continued margin growth across and industrial demand for epoxy products most product lines, drove significant improvement in 2018 § 2017 EBITDA decreased 9% YoY, reflecting softer specialty epoxy § Operating leverage from organic growth, new products and epoxy resins results driven by a dip in China wind energy market, share recovery will drive a 5.6% EBITDA improvement from 2018 partially offset by growth in Global Forest Products resins and formaldehyde and base epoxy resins Source: Company Management (1) Segment EBITDA shown pro forma for divested business units 76 Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Segment EBITDA Subject to FRE 408 1 EBITDA by Segment 0/0/0 FPD EPCD Corporate & Other ($ in millions) 128/128/128 $593 $559 $561 $539 $528 $500 $514 187/224/227 $470 $446 $445 $441 $414 $414 $409 $431 $331 $398 $383 $307 $361 $287 $266 $321 $245 51/51/153 $434 $441 $239 $228 $388 $244 $257 $295 $228 $280 $221 $175 $325 $270 255/255/255 $346 $334 $321 $312 $300 $280 $285 $252 $253 $232 $230 $236 $202 $203 $180 $181 $182 $152 $114 0/153/153 (45) (54) (57) (63) (63) (65) (67) (73) (70) (74) (73) (69) (76) (76) (78) (80) (83) (81) (83) 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E Y-o-Y Growth % FPD (6.1%) 18.9% 12.3% (43.7%) 59.0% 0.3% 11.5% 14.4% 8.6% (8.8%) 2.7% 7.1% 13.4% 13.0% 5.2% 4.0% 2.8% 4.0% 3.5% EPCD 7.9% 19.4% (27.7%) (3.8%) 61.0% 1.7% (33.3%) (25.0%) 10.5% 5.4% (11.4%) (23.4%) 39.1% 30.7% 7.5% 8.3% 7.8% 7.0% 7.9% Corporate & Other 2.6% 20.1% 36.0% (14.1%) 21.1% (18.0%) (9.7%) 23.9% 18.0% (11.0%) (10.9%) 1.8% 2.1% 3.5% 10.3% 2.2% 2.3% 2.3% 2.3% EBITDA 4.3% 19.2% (20.4%) (21.7%) 68.2% 4.0% (21.4%) (13.1%) 8.0% (0.0%) (3.7%) (9.5%) 25.3% 23.3% 5.6% 6.6% 5.5% 5.9% 6.1% FPD 10.1% 10.1% 9.9% 9.6% 11.4% 10.3% 11.8% 13.3% 13.7% 15.0% 17.8% 16.6% 17.0% 17.0% 18.0% 18.2% 18.3% 18.5% 18.7% EPCD 14.2% 14.7% 10.5% 14.5% 17.2% 15.2% 11.5% 8.4% 8.7% 11.6% 11.9% 8.5% 11.2% 10.8% 10.5% 11.0% 11.4% 11.8% 12.3% EBITDA 11.4% 11.6% 8.7% 10.5% 13.1% 12.0% 10.3% 8.7% 8.9% 11.0% 12.3% 10.1% 11.8% 11.7% 11.7% 12.1% 12.4% 12.7% 13.1% Historicals Projections § EBITDA rebounded strong post-recession from U.S housing starts § Productivity savings, along with continued margin growth across and industrial demand for epoxy products most product lines, drove significant improvement in 2018 § 2017 EBITDA decreased 9% YoY, reflecting softer specialty epoxy § Operating leverage from organic growth, new products and epoxy resins results driven by a dip in China wind energy market, share recovery will drive a 5.6% EBITDA improvement from 2018 partially offset by growth in Global Forest Products resins and formaldehyde and base epoxy resins Source: Company Management (1) Segment EBITDA shown pro forma for divested business units 76


Confidential Subject to Substantial Revision Professional Eyes Only Segment EBITDA Subject to FRE 408 Attractive financial performance and positioned for growth that would benefit from enhanced financial flexibility 0/0/0 1 Volatility in Certain Businesses has Offset Strong Stable Earnings in FPD Business 128/128/128 FPD BERI EPS Versatics PSR Oilfield Segment EBITDA $850 187/224/227 $750 $561 51/51/153 $650 $470 $446 $445 $441 $414 255/255/255 $414 $550 $398 $383 $361 0/153/153 $450 $350 153/204/0 $250 $150 $50 ($50) ($150) 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E Debt / Segment 6.3x 8.5x 9.8x 9.3x 9.2x 8.9x 10.4x 8.5x 8.6x 8.1x EBITDA 2 LTM Net Debt / Adj. EBITDA of 7.9x, as of 9/30/2018 LTM Source: Company Management Note: Projections are illustrative (1) Financials pro forma for divested business units; LTM as of September 30, 2018 77 (2) Based on Adjusted EBITDA of $469 Confidential Subject to Substantial Revision Professional Eyes Only Segment EBITDA Subject to FRE 408 Attractive financial performance and positioned for growth that would benefit from enhanced financial flexibility 0/0/0 1 Volatility in Certain Businesses has Offset Strong Stable Earnings in FPD Business 128/128/128 FPD BERI EPS Versatics PSR Oilfield Segment EBITDA $850 187/224/227 $750 $561 51/51/153 $650 $470 $446 $445 $441 $414 255/255/255 $414 $550 $398 $383 $361 0/153/153 $450 $350 153/204/0 $250 $150 $50 ($50) ($150) 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E Debt / Segment 6.3x 8.5x 9.8x 9.3x 9.2x 8.9x 10.4x 8.5x 8.6x 8.1x EBITDA 2 LTM Net Debt / Adj. EBITDA of 7.9x, as of 9/30/2018 LTM Source: Company Management Note: Projections are illustrative (1) Financials pro forma for divested business units; LTM as of September 30, 2018 77 (2) Based on Adjusted EBITDA of $469


Confidential Subject to Substantial Revision Professional Eyes Only 2017A – 2019E EBITDA Bridge Subject to FRE 408 Recent improvements in most key businesses have led to a ~23% increase in EBITDA from 2017-2018 2017A – 2019E EBITDA Bridge 0/0/0 ($ in millions) 128/128/128 $9 ($24) $15 187/224/227 $16 ($7) $50 ($17) $470 $17 ($28) $27 ($13) 51/51/153 $445 $71 255/255/255 0/153/153 $17 ($24) $361 153/204/0 2017A Organic EPS BERI Structural Cost Epoxy 2018E Organic BERI End EPS EPS Other Structural Cost FX 2019E PF Growth Wind / Margin Cost Inflation Turnaround PF Growth Market Wind / New New Cost Inflation Segment Segment Versatics Expansion Reductions Segment Softness Versatics Products Products Reductions EBITDA EBITDA Share EBITDA Share Erosion Recovery Source: Company Management Notes: Segment EBITDA shown pro forma for divested business units 78 Confidential Subject to Substantial Revision Professional Eyes Only 2017A – 2019E EBITDA Bridge Subject to FRE 408 Recent improvements in most key businesses have led to a ~23% increase in EBITDA from 2017-2018 2017A – 2019E EBITDA Bridge 0/0/0 ($ in millions) 128/128/128 $9 ($24) $15 187/224/227 $16 ($7) $50 ($17) $470 $17 ($28) $27 ($13) 51/51/153 $445 $71 255/255/255 0/153/153 $17 ($24) $361 153/204/0 2017A Organic EPS BERI Structural Cost Epoxy 2018E Organic BERI End EPS EPS Other Structural Cost FX 2019E PF Growth Wind / Margin Cost Inflation Turnaround PF Growth Market Wind / New New Cost Inflation Segment Segment Versatics Expansion Reductions Segment Softness Versatics Products Products Reductions EBITDA EBITDA Share EBITDA Share Erosion Recovery Source: Company Management Notes: Segment EBITDA shown pro forma for divested business units 78


Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Capex Subject to FRE 408 Capital Expenditures 0/0/0 Admin FPD EPCD ($ in millions) 128/128/128 $178 $170 187/224/227 $134 $130 $130 62 83 51/51/153 $121 $120 $120 $115 $115 $115 $110 $110 $108 $105 $101 $100 47 66 71 84 $83 $80 255/255/255 64 72 72 71 71 67 67 73 68 64 62 106 52 50 91 0/153/153 70 36 52 62 46 44 44 41 39 39 39 32 34 31 34 14 27 28 5 3 7 4 2 2 4 3 5 4 4 4 4 4 4 5 3 2 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E % of Revenue FPD 2.2% 2.1% 2.6% 3.4% 2.9% 2.3% 2.3% 3.0% 5.2% 5.8% 4.1% 3.0% 1.7% 1.7% 2.0% 2.2% 2.2% 2.4% 2.3% EPCD 5.2% 4.3% 3.6% 2.3% 5.7% 5.2% 4.0% 4.2% 4.8% 3.3% 4.3% 5.4% 3.2% 3.1% 3.7% 3.8% 3.7% 3.9% 3.8% Admin 0.3% 0.3% 0.3% 0.2% 0.3% 0.9% 0.2% 0.4% 0.2% 0.1% 0.1% 0.3% 0.2% 0.1% 0.3% 0.2% 0.2% 0.2% 0.2% Total PF Capex 7.7% 6.7% 6.5% 5.9% 8.9% 8.4% 6.5% 7.6% 10.2% 9.2% 8.5% 8.6% 5.0% 4.9% 5.9% 6.3% 6.1% 6.4% 6.3% Historicals Projections § Increase in 2014 and 2015 primarily driven by investment in three § Current capital structure limits ability to invest in growth projects, greenfield formaldehyde plants but Company will be able to ramp up capital expenditures by $20 million in 2019E from 2018E § Maintenance and EHS requirements account for a significant portion of capex spend § Projections include modest growth capex for new products and incremental capacity investments in differentiated product segments Source: Company Management 79 Confidential Subject to Substantial Revision Professional Eyes Only Consolidated Capex Subject to FRE 408 Capital Expenditures 0/0/0 Admin FPD EPCD ($ in millions) 128/128/128 $178 $170 187/224/227 $134 $130 $130 62 83 51/51/153 $121 $120 $120 $115 $115 $115 $110 $110 $108 $105 $101 $100 47 66 71 84 $83 $80 255/255/255 64 72 72 71 71 67 67 73 68 64 62 106 52 50 91 0/153/153 70 36 52 62 46 44 44 41 39 39 39 32 34 31 34 14 27 28 5 3 7 4 2 2 4 3 5 4 4 4 4 4 4 5 3 2 153/204/0 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E % of Revenue FPD 2.2% 2.1% 2.6% 3.4% 2.9% 2.3% 2.3% 3.0% 5.2% 5.8% 4.1% 3.0% 1.7% 1.7% 2.0% 2.2% 2.2% 2.4% 2.3% EPCD 5.2% 4.3% 3.6% 2.3% 5.7% 5.2% 4.0% 4.2% 4.8% 3.3% 4.3% 5.4% 3.2% 3.1% 3.7% 3.8% 3.7% 3.9% 3.8% Admin 0.3% 0.3% 0.3% 0.2% 0.3% 0.9% 0.2% 0.4% 0.2% 0.1% 0.1% 0.3% 0.2% 0.1% 0.3% 0.2% 0.2% 0.2% 0.2% Total PF Capex 7.7% 6.7% 6.5% 5.9% 8.9% 8.4% 6.5% 7.6% 10.2% 9.2% 8.5% 8.6% 5.0% 4.9% 5.9% 6.3% 6.1% 6.4% 6.3% Historicals Projections § Increase in 2014 and 2015 primarily driven by investment in three § Current capital structure limits ability to invest in growth projects, greenfield formaldehyde plants but Company will be able to ramp up capital expenditures by $20 million in 2019E from 2018E § Maintenance and EHS requirements account for a significant portion of capex spend § Projections include modest growth capex for new products and incremental capacity investments in differentiated product segments Source: Company Management 79


Confidential Structural Cost Savings Support Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Long Term Earnings Growth Structural Cost Savings Program 0/0/0 § In 2018, the Company achieved $47 million of cost savings, In-Process Cost Savings by Business Unit 128/128/128 including reductions in selling, general and administrative expenses and targeted site rationalizations ($ in millions) Oilfield 187/224/227 $1 § As of 12/31/18, $9 million of structural cost savings remain 51/51/153 Corporate $1 § Restructuring actions support Hexion’s overall Segment EBITDA 255/255/255 margin gains – Q3’18 Segment EBITDA margin improved 160bps versus 0/153/153 Epoxy 2017 $5 153/204/0 FPD $2 80 Confidential Structural Cost Savings Support Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Long Term Earnings Growth Structural Cost Savings Program 0/0/0 § In 2018, the Company achieved $47 million of cost savings, In-Process Cost Savings by Business Unit 128/128/128 including reductions in selling, general and administrative expenses and targeted site rationalizations ($ in millions) Oilfield 187/224/227 $1 § As of 12/31/18, $9 million of structural cost savings remain 51/51/153 Corporate $1 § Restructuring actions support Hexion’s overall Segment EBITDA 255/255/255 margin gains – Q3’18 Segment EBITDA margin improved 160bps versus 0/153/153 Epoxy 2017 $5 153/204/0 FPD $2 80


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 IV. Organizational Structure Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 IV. Organizational Structure


Confidential Subject to Substantial Revision Professional Eyes Only Hexion Simplified Organizational Structure Subject to FRE 408 Management Apollo Other Investors 0/0/0 $350mm ABL 128/128/128 Hexion Holdings 6.625% $1,550mm First Lien Notes due 2020 10% $315mm First Lien Notes due 2020 LLC 10.375% $560mm First Lien Notes due 2022 13.75% $225mm 1.5 Lien Notes due 2022 187/224/227 9% $574mm Second Lien Notes due 2020 Issuer / Borrower Hexion LLC 51/51/153 7.875% $189mm Senior Unsecured Debentures due 20212 255/255/255 9.2% $74mm Senior Unsecured Debentures due 2023 Hexion Inc. 0/153/153 153/204/0 Domestic Foreign NL Coop Holdings LLC (DE) 35% Subsidiaries Subsidiaries 65% Certain domestic subs guarantee the ABL facility, the new 10.375% first lien notes, 10.000% first lien notes, 6.625% first lien notes, Hexion International 13.75% 1.5 lien notes, and 9.0% second lien notes Holdings Coöperatief U.A. (“CO-OP”) Foreign Hexion Canada Inc. Subsidiaries Foreign Subsidiaries Source: Company Management 82 Confidential Subject to Substantial Revision Professional Eyes Only Hexion Simplified Organizational Structure Subject to FRE 408 Management Apollo Other Investors 0/0/0 $350mm ABL 128/128/128 Hexion Holdings 6.625% $1,550mm First Lien Notes due 2020 10% $315mm First Lien Notes due 2020 LLC 10.375% $560mm First Lien Notes due 2022 13.75% $225mm 1.5 Lien Notes due 2022 187/224/227 9% $574mm Second Lien Notes due 2020 Issuer / Borrower Hexion LLC 51/51/153 7.875% $189mm Senior Unsecured Debentures due 20212 255/255/255 9.2% $74mm Senior Unsecured Debentures due 2023 Hexion Inc. 0/153/153 153/204/0 Domestic Foreign NL Coop Holdings LLC (DE) 35% Subsidiaries Subsidiaries 65% Certain domestic subs guarantee the ABL facility, the new 10.375% first lien notes, 10.000% first lien notes, 6.625% first lien notes, Hexion International 13.75% 1.5 lien notes, and 9.0% second lien notes Holdings Coöperatief U.A. (“CO-OP”) Foreign Hexion Canada Inc. Subsidiaries Foreign Subsidiaries Source: Company Management 82


Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Appendix Confidential Subject to Substantial Revision Professional Eyes Only Subject to FRE 408 Appendix


Confidential Subject to Substantial Revision Professional Eyes Only Q3 2018 LTM Segment to Adjusted EBITDA Bridge Subject to FRE 408 EBITDA Bridge 0/0/0 ($ in millions) 128/128/128 187/224/227 $17 $469 51/51/153 255/255/255 0/153/153 $6 153/204/0 $448 ($1) $446 LTM Segment EBITDA ATG Divestiture LTM PF Segment Business Optimization In-Process Synergies LTM PF Adj. EBITDA EBITDA Initiatives Source: Company Management 84 Confidential Subject to Substantial Revision Professional Eyes Only Q3 2018 LTM Segment to Adjusted EBITDA Bridge Subject to FRE 408 EBITDA Bridge 0/0/0 ($ in millions) 128/128/128 187/224/227 $17 $469 51/51/153 255/255/255 0/153/153 $6 153/204/0 $448 ($1) $446 LTM Segment EBITDA ATG Divestiture LTM PF Segment Business Optimization In-Process Synergies LTM PF Adj. EBITDA EBITDA Initiatives Source: Company Management 84


Confidential Subject to Substantial Revision Professional Eyes Only Segment EBITDA Subject to FRE 408 Attractive financial performance and positioned for growth that would benefit from enhanced financial flexibility 0/0/0 1 Volatility in Certain Businesses has Offset Strong Stable Earnings in FPD Business 128/128/128 Segment Business Unit 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E 187/224/227 FPD $182 $203 $232 $252 $230 $236 $253 $280 $285 $300 $312 $321 $334 $346 51/51/153 BERI 107 47 (14) (27) 9 9 40 110 101 73 73 74 76 78 255/255/255 EPS 59 51 43 76 143 142 65 64 59 80 85 92 100 108 0/153/153 2 Versatics 33 43 18 22 39 61 55 49 44 53 56 59 63 66 EPCD 153/204/0 PSR 59 44 55 48 43 34 27 40 41 49 54 56 60 63 Oilfield 185 111 113 126 4 (26) (16) (16) (15) (6) 2 8 12 19 Corporate & Adjustments (63) (57) (70) (83) (75) (72) (65) (73) (71) (79) (81) (82) (85) (87) 3 Total Segment EBITDA $561 $441 $383 $414 $414 $398 $361 $446 $445 $470 $500 $528 $559 $593 Total Debt / Segment EBITDA 6.3x 8.5x 9.8x 9.3x 9.2x 8.9x 10.4x 8.5x 8.6x 8.1x 7.5x 7.0x 6.4x 5.7x 3 LTM Net Debt / Adj. EBITDA of 7.9x, as of 9/30/2018 LTM Source: Company Management (1) Financials pro forma for divested business units; LTM as of September 30, 2018 (2) Excluded EPCD corporate and administrative expenses 85 (3) Based on Adjusted EBITDA of $469mm Confidential Subject to Substantial Revision Professional Eyes Only Segment EBITDA Subject to FRE 408 Attractive financial performance and positioned for growth that would benefit from enhanced financial flexibility 0/0/0 1 Volatility in Certain Businesses has Offset Strong Stable Earnings in FPD Business 128/128/128 Segment Business Unit 2011A 2012A 2013A 2014A 2015A 2016A 2017A LTM 2018E 2019E 2020E 2021E 2022E 2023E 187/224/227 FPD $182 $203 $232 $252 $230 $236 $253 $280 $285 $300 $312 $321 $334 $346 51/51/153 BERI 107 47 (14) (27) 9 9 40 110 101 73 73 74 76 78 255/255/255 EPS 59 51 43 76 143 142 65 64 59 80 85 92 100 108 0/153/153 2 Versatics 33 43 18 22 39 61 55 49 44 53 56 59 63 66 EPCD 153/204/0 PSR 59 44 55 48 43 34 27 40 41 49 54 56 60 63 Oilfield 185 111 113 126 4 (26) (16) (16) (15) (6) 2 8 12 19 Corporate & Adjustments (63) (57) (70) (83) (75) (72) (65) (73) (71) (79) (81) (82) (85) (87) 3 Total Segment EBITDA $561 $441 $383 $414 $414 $398 $361 $446 $445 $470 $500 $528 $559 $593 Total Debt / Segment EBITDA 6.3x 8.5x 9.8x 9.3x 9.2x 8.9x 10.4x 8.5x 8.6x 8.1x 7.5x 7.0x 6.4x 5.7x 3 LTM Net Debt / Adj. EBITDA of 7.9x, as of 9/30/2018 LTM Source: Company Management (1) Financials pro forma for divested business units; LTM as of September 30, 2018 (2) Excluded EPCD corporate and administrative expenses 85 (3) Based on Adjusted EBITDA of $469mm


EBITDA Reconciliation LTM September 30, 2018 (amounts in millions) Combined Combined Non- Subsidiary Guarantor Hexion Inc. Guarantors Subsidiaries Eliminations Consolidated Net (Loss) Income Attributable to Hexion Inc. (141) 3 (2) (1) (141) Net Income Attributable to Non-Controlling Interest - - 1 - 1 Net (Loss) Income (141) 3 (1) (1) (140) Income Tax (Benefit) Expense (12) - 31 - 19 Interest Expense, Net 318 - 14 - 332 Depreciation & Amortization 63 - 52 - 115 Accelerated Depreciation - - 2 - 2 EBITDA 228 3 98 (1) 328 Items Not Included in Segment EBITDA - Remove Equity Accounting Adjustments (9) (3) 11 1 - Intercompany Activity (96) - 96 - - Asset Impairments & Write Downs 28 - 4 - 32 Business Realignment Costs 20 - 24 - 44 Gain on Disposition (24) - (20) - (44) Unrealized (Gains) Losses on Pension and OPEB Plan Liabilities (6) - 2 - (4) Foreign Currency Losses 21 15 36 All Other Items 36 - 20 - 56 Segment EBITDA 198 - 250 - 448EBITDA Reconciliation LTM September 30, 2018 (amounts in millions) Combined Combined Non- Subsidiary Guarantor Hexion Inc. Guarantors Subsidiaries Eliminations Consolidated Net (Loss) Income Attributable to Hexion Inc. (141) 3 (2) (1) (141) Net Income Attributable to Non-Controlling Interest - - 1 - 1 Net (Loss) Income (141) 3 (1) (1) (140) Income Tax (Benefit) Expense (12) - 31 - 19 Interest Expense, Net 318 - 14 - 332 Depreciation & Amortization 63 - 52 - 115 Accelerated Depreciation - - 2 - 2 EBITDA 228 3 98 (1) 328 Items Not Included in Segment EBITDA - Remove Equity Accounting Adjustments (9) (3) 11 1 - Intercompany Activity (96) - 96 - - Asset Impairments & Write Downs 28 - 4 - 32 Business Realignment Costs 20 - 24 - 44 Gain on Disposition (24) - (20) - (44) Unrealized (Gains) Losses on Pension and OPEB Plan Liabilities (6) - 2 - (4) Foreign Currency Losses 21 15 36 All Other Items 36 - 20 - 56 Segment EBITDA 198 - 250 - 448


Hexion Inc. 2018 Revenue by Geography PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 36 0 2 228 24 0 290 135 0 425 Europe 279 0 245 252 141 2 920 204 (0) 1,124 Latin America 1 0 0 2 0 0 3 219 0 221 North America 246 60 307 214 42 32 902 1,125 0 2,027 All 561 60 555 697 208 34 2,115 1,682 0 3,797 North America Detail PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Canada Distribution Business 0 0 0 0 0 32 32 0 0 32 CA - Canada 3 23 0 0 0 0 25 308 0 333 US - US 243 38 307 214 42 0 845 817 0 1,662 NA - North America 246 60 307 214 42 32 902 1,125 0 2,027Hexion Inc. 2018 Revenue by Geography PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 36 0 2 228 24 0 290 135 0 425 Europe 279 0 245 252 141 2 920 204 (0) 1,124 Latin America 1 0 0 2 0 0 3 219 0 221 North America 246 60 307 214 42 32 902 1,125 0 2,027 All 561 60 555 697 208 34 2,115 1,682 0 3,797 North America Detail PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Canada Distribution Business 0 0 0 0 0 32 32 0 0 32 CA - Canada 3 23 0 0 0 0 25 308 0 333 US - US 243 38 307 214 42 0 845 817 0 1,662 NA - North America 246 60 307 214 42 32 902 1,125 0 2,027


Hexion Inc. Revenue by Geography - 2017-2018 ($mil.) 2017 PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 29 0 4 262 30 0 325 130 0 454 Europe 274 0 222 237 147 2 882 195 0 1,077 Latin America 1 0 0 7 0 0 8 195 0 203 North America 226 92 229 220 44 25 837 1,020 0 1,857 All 531 92 455 726 221 27 2,052 1,539 0 3,592 North America Detail Canada Distribution Business 0 0 0 0 0 25 25 0 0 25 CA - Canada 3 42 0 0 0 0 44 275 0 319 US - US 224 51 229 220 44 0 768 745 0 1,513 NA - North America 226 92 229 220 44 25 837 1,020 0 1,857 2016 PSR OILFIELD BERI EPS Versatics MDP EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 19 0 6 282 32 10 0 350 119 0 468 Europe 246 0 131 261 140 144 1 922 168 0 1,091 Latin America 2 0 0 7 0 0 0 9 179 0 189 North America 197 74 212 236 36 32 26 812 878 0 1,690 All 464 74 349 786 209 185 27 2,094 1,344 0 3,438 North America Detail Canada Distribution Business 0 0 0 0 0 0 26 26 0 0 26 CA - Canada 3 35 0 0 0 0 0 38 238 0 276 US - US 195 38 212 236 36 32 0 748 640 0 1,389 NA - North America 197 74 212 236 36 32 26 812 878 0 1,690Hexion Inc. Revenue by Geography - 2017-2018 ($mil.) 2017 PSR OILFIELD BERI EPS Versatics EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 29 0 4 262 30 0 325 130 0 454 Europe 274 0 222 237 147 2 882 195 0 1,077 Latin America 1 0 0 7 0 0 8 195 0 203 North America 226 92 229 220 44 25 837 1,020 0 1,857 All 531 92 455 726 221 27 2,052 1,539 0 3,592 North America Detail Canada Distribution Business 0 0 0 0 0 25 25 0 0 25 CA - Canada 3 42 0 0 0 0 44 275 0 319 US - US 224 51 229 220 44 0 768 745 0 1,513 NA - North America 226 92 229 220 44 25 837 1,020 0 1,857 2016 PSR OILFIELD BERI EPS Versatics MDP EPCD Admin EPCD FPD ADMIN HEXION Asia Pacific 19 0 6 282 32 10 0 350 119 0 468 Europe 246 0 131 261 140 144 1 922 168 0 1,091 Latin America 2 0 0 7 0 0 0 9 179 0 189 North America 197 74 212 236 36 32 26 812 878 0 1,690 All 464 74 349 786 209 185 27 2,094 1,344 0 3,438 North America Detail Canada Distribution Business 0 0 0 0 0 0 26 26 0 0 26 CA - Canada 3 35 0 0 0 0 0 38 238 0 276 US - US 195 38 212 236 36 32 0 748 640 0 1,389 NA - North America 197 74 212 236 36 32 26 812 878 0 1,690


2018 Hexion Sites

 

SAP Code   Division -2   Business Unit   Address   City   State   Zip   County   Country   Property Name/Code   Ownership
12   Hexion Inc.   FPD   610 S. Second Street   Springfield   OR   97477   Lane   USA   Springfield R&D Lab   Leased
26   Hexion Inc.   FPD   62575 Oregon Highway 82   LaGrande (Island City)   OR   97850   Union   USA   LaGrande Plant   Owned
30   3rd party location   FPD   3366 NW Yeon Street   Portland   OR   97210   Multnomah   USA   Hercules (Portland)   N/A
35   Hexion Inc.   FPD   1507 Southern Drive   Virginia   MN   55792   Saint Louis   USA   Virginia MN Plant   Owned
38   Hexion Inc.   FPD   6210 Campground Road   Louisville   KY   40216   Jefferson   USA   Louisville Formaldehyde Plant   Owned
40   3rd party location   FPD   1485 Plaza South Drive   Kernersville   NC   27284   Forsyth   USA   Caraustar   N/A
41   3rd party location   FPD   1200 N. Peoria Ave.   Tulsa   OK   74186   Tulsa   USA   Brainerd Tolling - Tulsa   N/A
42   3rd party location   FPD   1600 South Wilison Ave.   Dunn   NC   28334   Harnett   USA   Brainerd Tolling - Dunn   N/A
43   3rd party location   FPD   200 Tanner Drive   Taylors   SC   29687   Greenville   USA   CPJ Technologies Tolling   N/A
44   3rd party location   FPD   1345 Owenby Drive   Marietta   GA   30066       USA   Alchemy - South   N/A
47   Hexion Inc.   FPD   64 Farnan Road   South Glens Falls   NY   12803   Saratoga   USA   Moreau   Owned
57   Hexion Inc.   FPD   10915 N. Lombard   Portland   OR   97203   Multnomah   USA   Portland Plant   Owned
60   Hexion Inc.   FPD   8450 W. Bay Road   Baytown   TX   77520   Harris   USA   Baytown Plant   Owned*
61   Hexion Inc.   FPD   253 Borden Drive   Mount Jewett   PA   16740   McKean   USA   Mt. Jewett   Owned
62   Hexion Inc.   FPD   2522 South 24th Street   Sheboygan   WI   53081   Sheboygan   USA   Sheboygan Plant   Owned
63   Hexion Inc.   FPD   185 N. Industrial Drive   Hope   AR   71801   Hempstead   USA   Hope Plant   Owned
64   Hexion Inc.   FPD   114 Industrial Boulevard   Morganton   NC   28655   Burke   USA   Morganton Plant   Leased
65   Hexion Inc.   FPD   1700 Lock and Dam Road   Demopolis   AL   36732   Marengo   USA   Demopolis   Owned
66   Hexion Inc.   FPD   1201 10th Avenue   Columbus   GA   31901   Muscogee   USA   Columbus Plant   Owned*
69   Hexion Inc.   FPD   100 W. Borden Drive   Diboll   TX   75941   Angelina   USA   Diboll   Owned
71   Hexion Inc.   FPD   333 Neils Eddy Road   Reigelwood   NC   28456   Columbus   USA   Acme Plant   Owned
72   Hexion Inc.   FPD   1411 Industrial Drive   Fayetteville   NC   28302   Cumberland   USA   Fayetteville   Owned
73   Hexion Inc.   FPD   3901 Sugar House Road   Alexandria   LA   71302   Rapides   USA   Alexandria Plant   Owned
74   Hexion Inc.   FPD   4338 Highway 73   Dutch town   LA   70734   Ascension   USA   Dutch Town Dist. Terminal   Owned
75   Hexion Inc.   FPD   9288 Highway 75   Geismar   LA   70734   Ascension   USA   Geismar Plant   Owned
76   Hexion Inc.   FPD   4338 Highway 73   Geismar   LA   70734   Ascension   USA   Gonzales   Owned
78   3rd party location   FPD   12511 Strang Road   LaPorte   TX   77572   Harris   USA   D.B. Western Formaldehyde Toller   N/A
79   Hexion Inc.   FPD   12513 Queenie Rd   Luling   LA   70070   Saint Charles   USA   Luling Plant   Owned*
80   Hexion Inc.   FPD   3670 Grant Creek Road   Missoula   MT   59808   Missoula   USA   Missoula   Leased
83   Hexion Inc.   FPD   470 S. Second Street   Springfield   OR   97477   Lane   USA   Springfield Plant   Owned
85   3rd party location   FPD   1575 380th Street   Manly   IA   50456   Worth   USA   Manly Terminal LLC   N/A
86   3rd party location   FPD   2702 1/2 NW. Lower River Road   Vancouver   WA   98660   Clark   USA   Commodities Plus   N/A
100   Hexion Inc. Administration   Corporate   180 E Broad St   Columbus   OH   43215   Franklin   USA   Columbus OH Admin   Leased
108   Hexion Inc.   EPCRD - Phenolic Specialty Resins   6200 Campground   Louisville   KY   40216   Jefferson   USA   Louisville - 6200 & 6210 Campground Road-Us0033 - HCHO plant   Owned
111   Hexion Inc.   EPCRD   1800 Meidinger Tower   Louisville   KY   40216   Jefferson   USA   Louisville KY Admin   Leased
113   Hexion Inc.   EPCRD   6210 Campground Road   Louisville   KY   40216   Jefferson   USA   Louisville R&D   Owned
115   Hexion Inc.   EPCRD - Oilfield   15366 Park Row   Houston   TX   77084   Harris   USA   New Oilfield Combined HSO/HL   Leased
121   Hexion Canada Inc.   EPCRD - Oilfield   #400, 633-6th Ave SW   Calgary   AB   T2P2Y5       Canada   Calgary Sales Office   Leased
130   Hexion Inc.   EPCRD - BERI   5900 Hwy 225   Deer Park   TX   77536   Harris   USA   Deer Park   Owned*
132   Hexion Inc.   EPCRD - EPS   2525 South Combee Road   Lakeland   FL   33801   Polk   USA   Lakeland   Owned
133   Hexion Inc.   EPCRD - EPS   8600 W 71st St.   Bedford Park (Argo)   IL   60501   Cook   USA   Argo   Owned*
134   Hexion Inc. R&D   EPCRD - EPS & BERI   12650 Directors Dr Ste 100   Stafford   TX   77477   Fort Bend   USA   Stafford   Leased
135   Hexion Inc.   EPCRD - Oilfield   16032 Hollister Street   Houston   TX   77066       USA   Sahara Unit # 1   Leased
141   Hexion Inc.   EPCRD - Oilfield   2120 N. St Louis St   Batesville   AR   72501   Independence   USA   Batesville   Owned
142   Hexion Inc.   EPCRD - Oilfield   3202 Windmill Road   Cleburne   TX   76033   Johnson   USA   Cleburne   Owned
143   Hexion Inc.   EPCRD - Oilfield   45 Acfrac RD & Old Mason Rd   Brady   TX   76825   McCulloch   USA   Brady Plant   Owned
146   Hexion Inc.   EPCRD - Oilfield   3000 Doug Attaway Blvd.   Shreveport   LA   71115   Caddo   USA   Shreveport Plant   Owned*
244   3rd party location   EPCRD - Oilfield   1449 Devils’s Backbone Rd   Oregon   IL   61061   Ogle   USA   HA-International LLC   N/A
301   Hexion UK Limited   FPD - Resin & Formaldehyde   North West Industrial Estate   Peterlee   DU   SR8 2HR       United Kingdom   Peterlee, Co Durham - Northwest Industrial Estate   Owned
302   Hexion UK Limited   EPCRD - Phenolic Specialty Resins                       United Kingdom   UK Tolled Product   N/A
305   Hexion UK Limited   EPCRD - Phenolic Specialty Resins   Sully Moors Rd   Barry (South Glamorgan)   VG   CF64 5YU       United Kingdom   Barry   Owned*
306   Hexion UK Limited   FPD   Station Road   Stirling   SL FK7 7BQ       United Kingdom Cowie   Owned
308   Hexion Inc.   FPD   Chemiestraat 30   Botlek       3197 KB       Netherlands   Botlek-Rotterdam   Owned
321   Hexion Iberica S.A.   EPCRD - Phenolic Specialty Resins   Ante Pardo 7 - Pol Industrial Lantaron c.p :1213   Lantaron       1213       Spain   Lantaron (Salcedo)   Owned
322   Hexion Barbastro S.A.   EPCRD - EPS   Pol. Ind. Valle Del Cinca   Barbastro       22300       Spain   Barbastro   Owned
326   Hexion Inc.   EPCRD   Rua Prof. Antonio Magalhaes Mateus No 65   Santo Varao       3140-390       Portugal   Santo Varao   Owned
330   Hexion Inc.   FPD   Teollisuustie 20b   Puhos       82430       Finland   Kitee   Owned
340   Hexion Italia S.r.l.   EPCRD - Phenolic Specialty Resins   Via Mazzini 104   Solbiate Olona       21058       Italy   Solbiate   Owned
370   Hexion GmbH   EPCRD - Phenolic Specialty Resins   Gennaer Strasse 2-4   Iserlohn-Letmathe       58642       Germany   Iserlohn-Letmathe   Owned
371   Hexion GmbH   EPCRD - EPS   Varziner Straße 49   Duisburg       47138       Germany   Duisburg (local)   Owned
372   Hexion GmbH   EPCRD - Phenolic Specialty Resins   Glockenrain 2   Frielendorf       34621       Germany   Frielendorf, Hessen - 2 Glockenrain   Owned
373   Hexion Stuttgart GmbH   EPCRD - EPS   Fritz-Müller-Straße 114   Esslingen       73730       Germany   Esslingen (local)   Leased
374   Joint Venture   EPCRD - EPS   Varziner Straße 49   Duisburg       47138       Germany   Infratec Duisburg GmbH   Owned
385   Hexion Inc.   EPCRD   Vondelingenweg 601   Hoogvliet       3196 KK       Netherlands   Netherlands Research Facility   Owned
390   Hexion Research Belgium SA   EPCRD - Versatics   Avenue Jean Monnet 1   Louvain-la-Neuve       B-1348       Belgium   Louvain-La-Neuve   Leased
410   Hexion Canada Inc.   EPCRD - Oilfield   305 Park Rd   Fort Saskatchewan   AB   T8L2N0       Canada   Sturgeon   Owned
414   3rd party location   FPD   801 A Boulevard Industriel   Bois-des-Filion   QC G6W 7Z9       Canada   Laval   N/A
415   Hexion Inc. Canada Inc.   FPD   675 Perreault   St. Romuald   QC G6W7Z9       Canada   St. Romuald   Owned
420   3rd party location   FPD   Scott Rd   Prince Rupert   BC T8L 1A1       Canada   Prince Rupert   N/A
425   Hexion Canada Inc.   FPD - Formaldehyde   12621 156th Street NW   Edmonton   AB   T5V1E1       Canada   Edmonton Plant   Owned
436   3rd party location   FPD   942 Brant Street   Burlington   ON   L7R 3X8       Canada   Hercules Canada Incorporated   N/A
442   3rd party location   FPD   7 Red Gum Drive   DANDENONG   VIC   3175       Australia   Garrett Enterprises Pty Ltd   N/A
444   3rd party location   EPCRD - Phenolic Specialty Resins   490 Blackshaws Rd   Altona North   VIC   3025       Australia   FBT Operations Blackshaws Rd   N/A
445   Hexion Pty Ltd   FPD   Gate 3 - 765 Ballarat Road   Brimbank   VIC   3023       Australia   Brimbank (Deer Park)   Leased
451   Hexion Inc.   FPD   Level 4, 13-15 Lake St   Caroline Springs   VIC   3023       Australia   Caroline Springs Office   Leased
454   Hexion Pty Ltd   FPD   194 Paringa Rd   Murrarie   QLD   4172       Australia   Brisbane   Owned
460   3rd party location   FPD   6 Bradford Way   Cavan   SA   5094       Australia   United Transport   N/A
493   3rd party location   EPCRD - EPS   No. 652 Jinyuan Road, Dagang Petrochemical Industrial Zone, Binhai   Tianjin               China   Tianjin   N/A
498   Hexion Management (Shanghai) Co. Ltd.   EPCRD - EPS & BERI   No. 227 Libing Road, Zhangjiang Hi-Tech Park, Pudong   Shanghai   SH   201203       China   Shanghai office   Leased
515   Hexion B.V.   EPCRD - Admin   Seattleweg 17   Pernis (Rotterdam) Zuid - Holland       3195       Netherlands   Hoogvliet (Rotterdam) - Koddeweg 67   Leased
520   Hexion Inc. Stuttgart GmbH   EPCRD - EPS   Fritz Mueller Str. 114   Esslingen am Neckar       D-73730       Germany   Esslingen (formerly Stuttgart) Bldg. Leased   Leased
521   Hexion B.V.   EPCRD - BERI & Versatics   Vondelingenweng 601, Zuid-Holland   Pernis (Rotterdam)       3196KK       Netherlands   Pernis   Owned*
522   Hexion B.V.   EPCRD - Versatics   Chemiewig 25   Moerdijk       4782SJ       Netherlands   Moerdijk   Owned*
524   Hexion B.V.   EPCRD - EPS   Pol.Ind. ‘Valle del Cinca’   Barbastro       22300       Spain   Barbastro   Owned


2018 Hexion Sites

 

SAP Code   Division -2   Business Unit   Address   City   State   Zip   County   Country   Property Name/Code   Ownership
531   Hexion GmbH   EPCRD - EPS   Varziner Straat 49   Duisburg       47138       Germany   Duisburg   Owned
539   3rd party location   EPCRD - EPS   Norfer Strasse 22   Dormagen       41539       Germany   Mahltechnik Goergens Gmbh   N/A
547   3rd party location   EPCRD - Versatics   3300 North Delaware Avenue   Philadelphia   PA   19134       USA   Kinder Morgan Philadelphia   N/A
548   3rd party location   EPCRD - Versatics   Zeilmakerijweg 1   Oosterhout N.B.       4906 CW       Netherlands   ELD B.V.   N/A
550   3rd party location   EPCRD - BERI   Middenweg 8   Moerdijk       4782 PM       Netherlands   Frans de Wit B.V   N/A
552   3rd party location   EPCRD - Versatics   Wieldrechtseweg 48   Dordrecht       3316 BG       Netherlands   Standic   N/A
553   3rd party location   EPCRD   Propaanweg 91, Port number 30   Rotterdam-Pernis       3196 KH       Netherlands   Pernis Combi Terminal BV   N/A
556   3rd party location   EPCRD - Versatics   MIDDENWEG 30   Moerdijk       4782PM       Netherlands   Den Hartogh Moerdijk   N/A
559   3rd party location   EPCRD - Versatics   Butaanweg 17   Vondelingenplaat-Rotterda       3197XA       Netherlands   Vopak Logistic Services Pernis   N/A
560   3rd party location   EPCRD   KETENISLAAN 3   KALLO, BEVEREN-WAAS       9120       Belgium   Haltermann - Kallo   N/A
562   3rd party location   EPCRD   HAANDORPWEG 1, KAAI 1227   ANTWERPEN, KALLO       9130       Belgium   Katoen Natie - Antwerp   N/A
563   3rd party location   EPCRD - Versatics   Moerstraat 9, Havennr 550   Antwerpen       2030       Belgium   VLS Antwerp   N/A
568   3rd party location   EPCRD - BERI   Torontostraat 19   Rotterdam       3197 XK       Netherlands   Vopak Terminal TTR BV   N/A
615   Hexion Quimica do Brasil Ltda.   FPD   Av. Engenheiro Luiz 550, 4º/11   SAO PAULO   SP   04571-000       Brazil   Escritório São Paulo   Leased
620   Hexion Quimica do Brasil Ltda.   FPD   Rua Cyro Correa Pereira, 2525   Curitiba   PR   81460-050       Brazil   Curitiba   Owned
645   Hexion Quimica do Brasil Ltda.   FPD   RS 124, esquina com via 2   Montenegro   RS   95780-000       Brazil   Montenegro   Owned
654   Hexion Quimica do Brasil Ltda.   FPD   Fazenda Sao Francisco s/no Barrio Rural   Paulinia   SP   13140-000       Brazil   Hexion Química Indústria e Com-654   Leased
671   Hexion Industria e Comercio de Epoxi Ltda.   EPCRD - EPS   Rod. Eng. Constâncio Cintra KM   Itatiba   SP   13255-700       Brazil   Itatiba   Leased
681   Hexion (N.Z.) Limited   FPD   165 Totara St   Mt. Maunganui       3116       New Zealand   Mountview   Owned
682   Hexion (N.Z.) Limited   FPD   135 -147 Waterloo Road - Hornby   Christchurch       8042       New Zealand   Hornby   Owned
685   3rd party location   FPD   Unit 3/179 McLeod Road   Te Atatu, Auckland       1230       New Zealand   Shamrock Group Ltd   N/A
693   3rd party location   FPD   117 Cryers Rosa   East Tamaki, Auckland       2013       New Zealand   Transtore   N/A
700   Momentive Union Specialty Chemicals Co.   EPCRD - Phenolic Specialty Resins   No. 58 South Zhihui Avenue, Jingkou   Zhenjiang               China       Owned
716   Hexion Inc.   FPD   Ruta 5 Km 400.5   Tacuarembo               Uruguay   Tacuarembo   Leased
778   3rd party location   EPCRD - Versatics   38-16, Hoehak 3-gil, Onsan-eup   Ulsan       689-892       South Korea   Hexion Korea warehouse   N/A
780   Hexion Química Indústria e Comércio Ltd.   FPD   Calle 15 #1-25   Yumba   VA   5039       Colombia   Calle   Owned
781   Hexion Korea Co. Ltd.   EPCRD - Versatics   33rd Floor, 97 Saemal-ro, Center Point West Bldg, (Guro-dong, Techno-Mart), Guro-gu   Seoul       08288       South Korea   Seoul - Gu-Plaza, 8th Fl 63-14, Shinsu-Dong   Leased
782   Hexion Korea Co. Ltd.   EPCRD - Versatics   580-3, Hwasan-ri, Onsan-eup, Ulju-gun   Ulsan               South Korea   Ulsan (Onsan)   Owned
784   3rd party location   EPCRD - Versatics   238-8 Deogu-ri, Paltan-myeon   Hwasung-City, GyeongGi-Do       445-918       South Korea   GPL Warehouse   N/A
785   3rd party location   EPCRD - Versatics   1705-1 Songjung-dong, Kangseo-   Busan       618-820       South Korea   DHL - TaeNam Sinhangman Log.   N/A
801   3rd party location   EPCRD - Oilfield   311 S. Lark Ave   Odessa   TX   79762   Ector   USA   Univar Warehouse   N/A
803   3rd party location   EPCRD - Oilfield   CLIC Track #681   Dore   ND       McKenzie   USA   Watco   N/A
805   3rd party location   EPCRD - Oilfield   1550 South Industrial Ave.   Odessa   TX   79765   Ector   USA   PBS-Odessa, TX-Basin Transload   N/A
806   3rd party location   EPCRD - Oilfield   East Reno Avenue   Oklahoma City   OK   73117   Oklahoma   USA   WATCO   N/A
808   3rd party location   EPCRD - Oilfield   1449 Devil’s Backbone Road   Oregon   IL   61061       USA   Oregon HAI Transload   N/A
810   3rd party location   EPCRD - Oilfield   601 Industrial Avenue   Seagraves   TX   79359   Gaines   USA   Seagraves   N/A
818   3rd party location   EPCRD - Phenolic Specialty Resins   4211 Bramers Lane   Louisville   KY   40216       USA   Superior Solvent Terminal   N/A
822   3rd party location   EPCRD - Phenolic Specialty Resins   815-D Virginia St., SW   Lenoir   NC   28645   Caldwell   USA