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Hexion Specialty Chemicals, Inc.
Columbus, Ohio, USA, 05 January 2010 -- (BUSINESS WIRE) -- Hexion Specialty Chemicals, Inc. announced today that Hexion Finance Escrow LLC and Hexion Escrow Corporation (the escrow Issuers), wholly owned special purpose subsidiaries of the company, are proposing to issue USD 700 million aggregate principal amount of senior secured notes due 2018 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended.
The proceeds of the offering initially will be placed in escrow pending satisfaction of a number of conditions, including effectiveness of the proposed amendment of the existing senior secured credit facilities of the company. Upon satisfaction of such conditions, Hexion U.S. Finance Corporation and Hexion Nova Scotia Finance, ULC, each a wholly owned subsidiary of the company, would jointly assume the escrow issuers’ obligations under the notes and the notes would be guaranteed by the company and by certain domestic subsidiaries of the company. The entities that are intended to assume and guarantee the notes are the same entities that issued and guarantee the company’s existing second lien notes. The notes will be secured by the same collateral as the company’s existing second lien notes, but the priority of the collateral liens securing the notes will be senior to the collateral liens securing the existing second lien notes, and will be junior to the collateral liens securing the Registrant’s senior secured credit facilities. 

The company intends to use the net proceeds from the offering of notes, (i) to repay USD 500 million of the U.S. term loans under its existing USD 2.2 billion senior secured credit facilities, (ii) provide incremental liquidity and (iii) to pay certain related transaction costs and expenses. The proposed offering of the Notes is subject to market and other conditions, and may not occur as described or at all.

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.


Based in Columbus, Ohio, Hexion Specialty Chemicals 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 controlled by an affiliate of Apollo Management, L.P. Additional information is available at www.hexion.com.


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