Attached files
file | filename |
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EX-99.1 - NEWS RELEASE - Momentive Performance Materials Inc. | dex991.htm |
EX-99.3 - NEWS RELEASE - Momentive Performance Materials Inc. | dex993.htm |
EX-99.2 - NEWS RELEASE - Momentive Performance Materials Inc. | dex992.htm |
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): October 21, 2010
MOMENTIVE PERFORMANCE MATERIALS INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-146093 | 20-5748297 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
22 Corporate Woods Blvd.
Albany, NY 12211
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (518) 533-4600
Not Applicable
(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 (see General Instruction A.2. below):
¨ | 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)) |
Item 2.02 | Results of Operations and Financial Condition |
On October 21, 2010, Momentive Performance Materials Inc. (Momentive or the Company) issued a News Release announcing its estimated preliminary results for the fiscal three-month period ended September 26, 2010. A copy of the News Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 | Regulation FD Disclosure |
On October 21, 2010, the Company issued a News Release announcing that it will launch cash tender offers for certain of its outstanding notes. A copy of the News Release is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
The Company also announced, pursuant to Rule 135c of the Securities Act of 1933, as amended, its intent to offer $840,000,000 U.S. dollar equivalent principal amount of USD second-priority springing lien notes due 2020 and EUR second-priority springing lien notes due 2020 through a private placement. A copy of the News Release is attached hereto as Exhibit 99.3, and is incorporated herein by reference.
The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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 filing.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | News Release, dated October 21, 2010, announcing Momentive Performance Materials Inc.s Preliminary Third Quarter 2010 Results | |
99.2 | News Release, dated October 21, 2010, announcing Momentive Performance Materials Inc.s Tender Offers for Certain of its Outstanding Notes | |
99.3 | News Release, dated October 21, 2010, announcing Momentive Performance Materials Inc.s Proposed $840 Million U.S. Dollar Equivalent Debt Offering |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOMENTIVE PERFORMANCE MATERIALS INC. | ||
By: | /S/ DOUGLAS A. JOHNS | |
Name: | Douglas A. Johns | |
Title: | General Counsel and Secretary |
Date: October 22, 2010