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): November 16, 2012
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 No.) |
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:
¨ | 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 7.01 | Regulation FD Disclosure |
Momentive Performance Materials Inc. (the Company) previously announced on its Current Report on Form 8-K, dated October 26, 2012, that MPM Escrow LLC and MPM Finance Escrow Corp., wholly owned special purpose subsidiaries of the Company (collectively, the Escrow Issuers), completed the offering of $1,100,000,000 aggregate principal amount of 8.875% First-Priority Senior Secured Notes due 2020 (the Notes). The Company further announced that pursuant to an escrow agreement dated as of October 25, 2012, among the Escrow Issuers, The Bank of New York Mellon Trust Company, N.A., as escrow agent and securities intermediary, and The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture governing the Notes, the Escrow Issuers deposited the gross proceeds of the Notes, together with additional amounts necessary to redeem the Notes, if applicable, into a segregated escrow account until the date that certain escrow conditions (the Escrow Conditions) were satisfied. The Escrow Conditions included (i) the assumption by the Company of all obligations of the Escrow Issuers under the Notes (the MPM Assumption), (ii) either (a) the execution and delivery of certain amendments to the Companys senior secured credit facilities (the Credit Agreement Amendment) or (b) the entry by the Company into a new asset-based lending facility, (iii) the execution and delivery of certain security documents and intercreditor agreements securing the Notes, and (iv) the application of the net proceeds from the issuance of the Notes to, among other things, purchase, redeem or discharge all of the Companys outstanding $200 million aggregate principal amount of 12 1/2% Second-Lien Senior Secured Notes due 2014 (the Second Lien Notes).
On November 16, 2012, the Company entered into the Credit Agreement Amendment, discharged the aggregate outstanding amount of the Second Lien Notes, consummated the MPM Assumption and fully satisfied the remaining Escrow Conditions.
The Company is furnishing the information under this Item 7.01 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 a filing.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOMENTIVE PERFORMANCE MATERIALS INC. | ||||||
Date: November 16, 2012 | By: | /s/ George F. Knight | ||||
George F. Knight | ||||||
Senior Vice President, Finance and Treasurer |