Momentive Specialty Chemicals Inc. Announces Preliminary Results of Tender
Offer for Second-Priority Senior Secured Floating Rate Notes due 2014
COLUMBUS, Ohio -- January 31, 2013
Pursuant to its previously announced tender offer and consent solicitation,
Momentive Specialty Chemicals Inc. (the “Company”) received tenders from the
holders of $89,000,000 aggregate principal amount, or approximately 74.37% of
the outstanding amount, of the Second-Priority Senior Secured Floating Rate
Notes due 2014 (the “Notes”) of its wholly-owned subsidiaries, Hexion U.S.
Finance Corp. and Hexion Nova Scotia Finance, ULC (collectively, the
“Issuers”), by the early tender payment deadline, January 30, 2013 at 5:00
p.m., New York City time (the “Early Tender Time”). As a result, the requisite
consent of holders of the Notes was obtained, and the Issuers and Wilmington
Trust, National Association, as trustee under the indenture governing the
Notes (the “Indenture”), plan to enter into a supplemental indenture
implementing the proposed amendments to the Indenture, to, among other things,
eliminate substantially all of the restrictive covenants contained therein and
release collateral. These amendments will become operative at the time that
the Company accepts such Notes for payment.
The complete terms and conditions of the tender offer for the Notes are
detailed in the Company’s Offer to Purchase dated January 16, 2013 and the
related Consent and Letter of Transmittal (the “Offer Documents”). The Company
currently expects that on Thursday, January 31, 2013 it will accept for
payment, subject to conditions set forth in the Offer Documents, all of the
Notes validly tendered prior to the Early Tender Time.
Each holder who validly tendered its Notes prior to the Early Tender Time will
receive, if such Notes are accepted for purchase pursuant to the tender
offers, the total consideration of $1,002.50 per $1,000 principal amount of
Notes tendered, which includes $972.50 as the tender offer consideration and
$30.00 as an early tender payment. In addition, accrued interest up to, but
not including, the applicable payment date of the Notes will be paid in cash
on all validly tendered and accepted Notes. The Early Settlement Date is
expected to occur on Thursday, January 31, 2013.
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on February 13, 2013, unless extended or earlier terminated (the “Expiration
Time”). Because the Early Tender Time has passed, tendered Notes may no longer
be withdrawn at any time, except to the extent that the Company is required by
law to provide additional withdrawal rights. Holders who validly tender their
Notes pursuant to the Offer Documents after the Early Tender Time will receive
only the tender offer consideration and will not be entitled to receive an
early tender payment if such Notes are accepted for purchase pursuant to the
All the conditions set forth in the Offer Documents remain unchanged. If any
of the conditions are not satisfied, the Company may terminate the tender
offer and return tendered Notes not previously accepted. The Company has the
right to waive any of the foregoing conditions with respect to the Notes and
to consummate any or all of the tender offers. In addition, the Company has
the right, in its sole discretion, to terminate the tender offer at any time,
subject to applicable law.
This announcement shall not constitute an offer to purchase or a solicitation
of an offer to sell any securities. The tender offer is being made only
through, and subject to the terms and conditions set forth in, the Offer
Documents and related materials.
J.P. Morgan Securities LLC is acting as Dealer Manager for the tender offer.
Questions regarding the tender offer may be directed to J.P. Morgan Securities
LLC at (800) 245-8812 (toll-free) or at (212) 270-1200 (collect).
Global Bondholder Services Corporation is acting as the Information Agent for
the tender offer. Requests for the Offer Documents may be directed to Global
Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or
(866) 470-3700 (for all others).
Neither the Company’s board of directors nor any other person makes any
recommendation as to whether holders of Notes should tender their Notes, and
no one has been authorized to make such a recommendation. Holders of Notes
must make their own decisions as to whether to tender their Notes, and if they
decide to do so, the principal amount of the Notes to tender. Holders of the
Notes should read carefully the Offer Documents and related materials before
any decision is made with respect to the tender offer.
About Momentive Specialty Chemicals Inc.
Based in Columbus, Ohio, Momentive Specialty Chemicals Inc. (formerly known as
Hexion Specialty Chemicals, Inc.) is the global leader in thermoset resins.
Momentive Specialty Chemicals 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. Momentive Specialty Chemicals Inc. is an indirect wholly owned
subsidiary of Momentive Performance Materials Holdings LLC.
Momentive Performance Materials Holdings LLC (“Momentive”) is the ultimate
parent company of Momentive Performance Materials Inc. and Momentive Specialty
Chemicals Inc. Momentive is a global leader in specialty chemicals and
materials, with a broad range of advanced specialty products that help
industrial and consumer companies support and improve everyday life. Its
technology portfolio delivers tailored solutions to meet the diverse needs of
its customers around the world. Momentive was formed in October 2010 through
the combination of entities that indirectly owned Momentive Performance
Materials Inc. and Hexion Specialty Chemicals Inc. The capital structures and
legal entity structures of both Momentive Performance Materials Inc. and
Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty
Chemicals, Inc.), and their respective subsidiaries and direct parent
companies, remain separate. Momentive Performance Materials Inc. and Momentive
Specialty Chemicals Inc. file separate financial and other reports with the
Securities and Exchange Commission. Momentive is controlled by investment
funds affiliated with Apollo Global Management, LLC. Additional information
about Momentive and its products is available at www.momentive.com.
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 most recent Annual Report on Form
10-K and our other filings with the Securities and Exchange Commission (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, a weakening of global economic and
financial conditions, interruptions in the supply of or increased cost of raw
materials, changes in governmental regulations and related compliance and
litigation costs, difficulties with the realization of cost savings in
connection with our strategic initiatives, including transactions with our
affiliate, Momentive Performance Materials Inc., pricing actions by our
competitors that could affect our operating margins, the impact of our
substantial indebtedness, our failure to comply with financial covenants under
our credit facilities or other debt, and the other factors listed in the Risk
Factors section of our most recent Annual Report on Form 10-K and in our other
SEC filings, including our quarterly reports on Form 10-Q. 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 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.
Investors and Media:
John Kompa, 614-225-2223
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