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): February 3, 2011
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) |
(I.R.S. Employer Identification No.) | ||
22 Corporate Woods Blvd. Albany, NY |
12211 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(518) 533-4600
(Registrants Telephone Number, Including Area Code)
N/A
(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:
¨ | 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)) |
Section 1Registrants Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment Agreement
On February 3, 2011, Momentive Performance Materials Inc. (the Registrant) entered into an amendment agreement (the Amendment Agreement) to provide for the amendment of its credit agreement dated as of December 4, 2006 (the Credit Agreement) to, among other things: (i) extend the maturity of term loans held by consenting lenders to May 5, 2015 and increase the applicable margin with respect to such extended term loans to 3.50% per annum for eurocurrency loans, (ii) allow future mandatory and voluntary prepayments to be directed to non-extended term loans prior to the extended maturity term loans, (iii) subject to the requirement to make such offers on a pro rata basis to all term loan lenders and/or to all lenders holding revolving commitments, as applicable, allow the Registrant to extend the maturity of term loans and/or revolving commitments, as applicable, and for the Registrant to otherwise modify the terms of loans or revolving commitments in connection with such an extension and (iv) amend certain other terms therein. The Credit Agreement was filed as Exhibit 10.1 to the Registrants S-4 Registration Statement, filed on September 14, 2007.
Pursuant to the Amendment Agreement, lenders under the Registrants credit agreement have agreed to extend the maturity of (i) approximately $436 million aggregate principal amount of their dollar term loans (approximately 87% of the total dollar term loans) and (ii) approximately 294 million aggregate principal amount of their euro term loans (approximately 77% of the total euro term loans), for an overall extension of approximately $839.5 million aggregate US dollar equivalent principal amount of term loans (approximately 81.5% of the total term loans). The effectiveness of the Amendment Agreement and the extension of the term loans thereunder is subject to the reaffirmation of the security under the credit agreement and other customary closing conditions.
Section 2Financial Information
Item 2.03 | Creation of a Direct Financial Obligation. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOMENTIVE PERFORMANCE MATERIALS INC. | ||||
Date: February 3, 2011 |
By: | /S/ WILLIAM H. CARTER | ||
William H. Carter | ||||
Executive Vice President and Chief Financial Officer |