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EX-99.1 - EX-99.1 - HEXION INC.d898397dex991.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): March 31, 2015

 

 

HEXION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New Jersey

(State or Other Jurisdiction

of Incorporation)

 

1-71   13-0511250

Commission

File Number

 

(I.R.S. Employer

Identification No.)

180 East Broad Street, Columbus, Ohio   43215-3799
(Address of Principal Executive Offices)   (Zip Code)

614-225-4000

(Registrant’s Telephone Number, Including Area Code)

 

(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

On March 31, 2015, Hexion Inc. (the “Registrant”) issued a news release, pursuant to Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), announcing its intention to offer $315 million aggregate principal amount of new First-Priority Senior Secured Notes due 2020 (the “Notes”) through a private placement. The Registrant intends to use approximately $40 million of the net proceeds from the offering of the Notes to repay or redeem all of its outstanding 8 38% Sinking Fund Debentures due 2016 and to use the remaining net proceeds to repay in full all amounts outstanding under its asset-based revolving credit facility (the “ABL Facility”) and for general corporate purposes. A copy of such news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Registrant 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 Registrant’s filings under the Securities Act 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.

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 99.1 News Release, dated March 31, 2015, announcing Hexion Inc.’s Proposed $315 Million Debt Offering

 

2


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.

 

HEXION INC.
Date: March 31, 2015 By:

/s/ George F. Knight

George F. Knight
Senior Vice President, Finance and Treasurer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    News Release, dated March 31, 2015, announcing Hexion Inc.’s Proposed $315 Million Debt Offering