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): April 2, 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 First-Priority Senior Secured Notes due 2020.
On April 2, 2015, the Registrant priced $315,000,000 aggregate principal amount of 10.00% First-Priority Senior Secured Notes due 2020 at an issue price of 100.00%. The closing of the offering of the notes is expected to occur on April 15, 2015 and is subject to customary conditions. In addition, on April 2, 2015, the Registrant caused a letter of notice of redemption to be made to redeem all of its outstanding 83/8% Sinking Fund Debentures due 2016 on May 2, 2015, at a redemption price of 100.00% plus accrued and unpaid interest to the redemption date.
The Registrant 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 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.
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: April 2, 2015 | By: | /s/ George F. Knight | ||||
| George F. Knight | ||||||
| Senior Vice President, Finance and Treasurer | ||||||