Consumables

Momentive Specialty Chemicals Inc. Announces Preliminary Results of Tender Offer for Second-Priority Senior Secured Floating Rate Notes due 2014

Tuesday 05. February 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 tender offers.
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.