Hexion Specialty Chemicals, Inc. Announces Pricing of Tender Offer For 9% Second-Priority Senior Secured Notes Due 2014 Issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC
COLUMBUS, OHIO (October 30, 2006) – Hexion Specialty Chemicals, Inc. (“Hexion” or the “Company”) announced today the consideration to be paid in its previously announced cash tender offer and consent solicitation for any and all of the outstanding 9% Second-Priority Senior Secured Notes due 2014, issued by Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC (the “9% Notes”). The tender offer and consent solicitation is subject to the terms and conditions set forth in Hexion's Offer to Purchase and Consent Solicitation Statement dated October 12, 2006 and the related Consent and Letter of Transmittal (the “Offer Documents”).
The total consideration for the 9% Notes which will be payable in respect of 9% Notes accepted for payment that were validly tendered with consents delivered and not withdrawn on or prior to 5:00 p.m., New York City time, on October 24, 2006, will be $1,133.84 per $1,000 principal amount of 9% Notes. Hexion currently expects to accept for payment, subject to conditions set forth in the Offer Documents, all of the validly tendered 9% Notes on Friday, November 3, 2006; accordingly, the total consideration for the 9% Notes was determined assuming payment on such date. In addition to the total consideration, which includes a consent payment of $30 per $1,000 principal amount of 9% Notes, Hexion will pay accrued and unpaid interest up to but not including the payment date for 9% Notes purchased in the Tender Offer.
The tender offer by Hexion will expire at 5:00 p.m., New York City time, on November 13, 2006, unless extended or earlier terminated by Hexion (the “Expiration Date”). In the event that the Expiration Date is extended, new pricing terms may be determined. Information regarding the pricing, tender and delivery procedures and conditions to the tender offer and consent solicitation relating to the 9% Notes is contained in the Offer Documents.
Hexion's tender offer is subject to the conditions set forth in the Offer Documents including, among other things, Hexion obtaining the financing necessary to pay for the Notes and consents in accordance with the terms of the tender offer and consent solicitation.
Hexion has retained Credit Suisse Securities (USA) LLC to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-7596 (collect). Copies of the Offer Documents and other related documents may be obtained from D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation, at (800) 290-6426 (toll free) or (212) 269-5550 (collect).
The tender offer and consent solicitation is being made solely by means of the Offer Documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the 9% Notes or any other securities of Hexion. It also is not a solicitation of consents to the proposed amendments to the indentures and the collateral agreements. No recommendation is made as to whether holders of the 9% Notes should tender their notes or give their consents.
Forward Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “will” or “intend” and similar expressions. The forward-looking statements contained herein reflect our current views with respect to future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual results could vary materially depending on risks and uncertainties that may affect the Company's operations, markets, services, prices and other factors as discussed in our SEC filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: economic factors such as an interruption in the supply of or increased pricing of raw materials due to natural disasters, competitive factors such as pricing actions by our competitors that could affect our operating margins, and regulatory factors such as changes in governmental regulations involving our products that lead to environmental and legal matters as described in our SEC filings. Additional factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in our Form 10-K for the period ended December 31, 2005 under the caption “Forward-Looking and Cautionary Statements” under Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.
About the Company
Based in Columbus, Ohio, Hexion Specialty Chemicals combines the former Borden Chemical, Bakelite, Resolution Performance Products and Resolution Specialty Materials companies into the global leader in thermoset resins. Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is owned by an affiliate of Apollo Management, L.P. Additional information is available at www.hexion.com
Director, Investor Relations
Hexion Specialty Chemicals, Inc.
+1 614 225 2223
Peter F. Loscocco
Vice President, Public Affairs
Hexion Specialty Chemicals, Inc.
+1 614 225 4127