Hexion Specialty Chemicals, Inc. Announces Pricing of Tender Offers for, and Execution...

Hexion Specialty Chemicals, Inc. Announces Pricing of Tender Offers for, and Execution of Supplemental Indentures with Respect to, Certain of Its Outstanding Notes and Outstanding Notes of Huntsman International Inc

COLUMBUS, Ohio--(Business Wire)--
Hexion Specialty Chemicals, Inc. ("Hexion" or the "Company")
announced today the consideration to be paid in the previously
announced cash tender offers and consent solicitations by Nimbus
Merger Sub Inc., a wholly owned subsidiary of Hexion, for any and all
of the outstanding (A) (i) Second-Priority Senior Secured Floating
Rate Notes due 2014 (CUSIP No. 428303AG6) (the "Floating Rate Notes");
and (ii) 9 3/4% Second-Priority Senior Secured Notes due 2014 (CUSIP
No. 428303AH6) (the "9 3/4% Notes" and, together with the Floating
Rate Notes, the "Hexion Notes") issued by Hexion U.S. Finance Corp.
("Hexion Finance") and Hexion Nova Scotia Finance, ULC (together with
Hexion Finance, the "Hexion Issuers"); and (B) (i) 11 5/8% Senior
Secured Notes due 2010 (CUSIP No. 44701RAE0) (the "Huntsman 11 5/8%
Notes"); (ii) 11 1/2% Senior Notes due 2012 (CUSIP No. 44701RAG5) (the
"Huntsman 11 1/2% Notes"); (iii) 7 3/8% Senior Subordinated Notes due
2015 (CUSIP No. 44701QAK8) (the "Huntsman 7 3/8% Notes"); (iv) 7 1/2%
Senior Subordinated Notes due 2015 (CUSIP No. 44701QAL6) (the
"Huntsman 7 1/2% Notes"); (v) 7 7/8% Subordinated Notes due 2014
(CUSIP No. 44701QAP7) (the "Huntsman 7 7/8% Notes"); and (vi) 6 7/8%
Subordinated Notes due 2013 (Reg. S ISIN No. XS0274281186, Rule 144A
ISIN No. XS0274281855) (the "Huntsman 6 7/8% Notes" and, together with
the Huntsman 11 5/8% Notes, Huntsman 11 1/2% Notes, Huntsman 7 3/8%
Notes, Huntsman 7 1/2% Notes and Huntsman 7 7/8% Notes, the "Huntsman
Notes"), in each case issued by Huntsman International Inc. (formerly
known as Huntsman International LLC) ("Huntsman").

As previously announced, the total consideration (the "Total
Consideration") for each $1,000 in principal amount of the Huntsman 11
5/8% Notes that was validly tendered and not withdrawn by 5:00 p.m.,
New York City time, on October 22, 2008 (the "Consent Payment
Deadline") will be $1,034.06. The Total Consideration for each $1,000
in principal amount of the Huntsman 11 1/2% Notes that was validly
tendered and not withdrawn by the Consent Payment Deadline will be
$1,062.50. The Total Consideration for each other series of the Hexion
Notes and the Huntsman Notes (together, the "Notes") was determined as
of 10:00 a.m., New York City time, on October 23, 2008, by reference
to a fixed spread of 50.0 basis points above the yield to maturity of
the applicable reference security as described in the respective
Offers to Purchase and Consent Solicitation Statements, each dated
October 8, 2008 (the "Offer Documents"). The reference yield for the
Floating Rate Notes was 0.811%; the reference yield for the 9 3/4%
Notes was 1.344%; the reference yield for the Huntsman 7 3/8% Notes
was 1.526%; the reference yield for the Huntsman 7 1/2% Notes was
2.734%; the reference yield for the Huntsman 7 7/8% Notes was 1.344%;
and the reference yield for the Huntsman 6 7/8% Notes was 2.734%.

Assuming a payment date of November 6, 2008, the Total
Consideration for such Notes that were validly tendered and not
withdrawn by the Consent Payment Deadline is $1,021.49 per $1,000
principal amount for the Floating Rate Notes; $1,203.40 per $1,000
principal amount for the 9 3/4% Notes; $1,096.64 per $1,000 principal
amount for the Huntsman 7 3/8% Notes; EUR 1,083.97 per EUR 1,000
principal amount for the Huntsman 7 1/2% Notes; $1,157.27 per $1,000
principal amount for the Huntsman 7 7/8% Notes; and EUR 1,086.30 per
EUR 1,000 principal amount for the Huntsman 6 7/8% Notes. In each
case, the Total Consideration includes a cash consent payment of
$15.00 per $1,000 principal amount, in the case of the
dollar-denominated Notes, or EUR 15.00 per EUR 1,000 principal amount,
in the case of euro-denominated Notes. Holders who tender their Notes
and deliver their consents after the Consent Payment Deadline but
prior to the Offer Expiration Date will receive the applicable tender
offer consideration, which consists of the applicable Total
Consideration less the cash consent payment. All holders of Notes
validly tendered prior to the Offer Expiration Date will receive
accrued and unpaid interest on their tendered Notes up to, but not
including, the payment date for the tender offer and consent
solicitation.

As a result of the previously announced receipt of the requisite
consents to adopt certain proposed amendments to the applicable
indentures pursuant to which each series of the Notes was issued, each
of (i) the First Supplemental Indenture by and among the Hexion
Issuers, Hexion, each of the guarantors party thereto and Wilmington
Trust Company, as trustee for the holders of the Floating Rate Notes
and the 9 3/4% Notes; (ii) the Fourth Supplemental Indenture by and
among Huntsman (as successor by merger to Huntsman LLC), each of the
guarantors party thereto and HSBC Bank USA ("HSBC"), as trustee for
the holders of the Huntsman 11 5/8% Notes; (iii) the Fourth
Supplemental Indenture by and among Huntsman (as successor by merger
to Huntsman LLC), each of the guarantors party thereto and HSBC, as
trustee for the holders of the Huntsman 11 1/2% Notes; (iv) the Third
Supplemental Indenture by and among Huntsman, the guarantors party
thereto and Wells Fargo Bank, National Association ("Wells Fargo"), as
trustee for the holders of the Huntsman 7 3/8% Notes and the Huntsman
7 1/2% Notes; and (v) the First Supplemental Indenture by and among
Huntsman, the guarantors party thereto and Wells Fargo, as trustee for
the holders of the Huntsman 7 7/8% Notes and the Huntsman 6 7/8%
Notes, has been executed. The proposed amendments, which will
eliminate substantially all of the restrictive covenants and eliminate
or modify certain events of default and related provisions contained
in each applicable indenture and will terminate the liens under the
Hexion Notes indenture will become operative when the tendered Notes
are accepted for purchase. In addition, if consents in respect of 100%
of the outstanding Huntsman 11 5/8% Notes are received, the proposed
amendments will effect a release of the liens securing the Huntsman 11
5/8% Notes when the tendered Notes are accepted for purchase.

The tender offers and consent solicitations will expire at
midnight, New York City time, on November 5, 2008, unless extended or
earlier terminated by Nimbus (the "Expiration Date"). Nimbus reserves
the right, at any time or times prior to the Expiration Date, to
accept for purchase Notes validly tendered. In the event of an early
acceptance, the Total Consideration for the Floating Rate Notes, the 9
3/4% Notes, the Huntsman 73/8% Notes, the Huntsman 7 1/2% Notes, the
Huntsman 7 7/8% Notes and the Huntsman 6 7/8% Notes will be adjusted
in accordance with the Offer Documents.

Nimbus's tender offers are subject to the conditions set forth in
the Offer Documents including, among other things, obtaining the
financing necessary to pay for the Notes and consents in accordance
with the terms of the tender offers and consent solicitations and
consummation of Hexion's Proposed acquisition of Huntsman Corporation.

Nimbus has retained Oppenheimer & Co. Inc., to act as Dealer
Manager in connection with the tender offers and consent
solicitations. Questions about the tender offers and consent
solicitations may be directed to Oppenheimer & Co. Inc., at
(800) 274-2746 (toll free) or (212) 885-4646 (collect). Copies of the
Offer Documents and other related documents may be obtained from D.F.
King & Co., Inc., the information agent for the tender offers and
consent solicitations, at (800) 290-6426 (toll free) or (212) 269-5550
(collect).

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute
an offer, solicitation or sale of any securities in any jurisdiction
in which such offering, solicitation or sale would be unlawful.

Forward Looking Statements

Certain statements in this press release are forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In addition, the management of Hexion Specialty
Chemicals, Inc. (which may be referred to as "Hexion," "we," "us,"
"our" or the "Company") may from time to time make oral
forward-looking statements. Forward looking statements may be
identified by the words "believe," "expect," "anticipate," "project,"
"plan," "estimate," "will" or "intend" or similar expressions.
Forward-looking statements reflect our current views about future
events and are based on currently available financial, economic and
competitive data and on our current business plans. Actual results
could vary materially depending on risks and uncertainties that may
affect our markets, services, prices and other factors as discussed in
our 2007 Annual Report on Form 10-K, and our other filings, with the
Securities and Exchange Commission (SEC). Important factors that could
cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to: our
pending merger with Huntsman Corporation, including the related
pending litigation; economic factors such as an interruption in the
supply of or increased pricing of raw materials due to natural
disasters; competitive factors such as pricing actions by our
competitors that could affect our operating margins; and regulatory
factors such as changes in governmental regulations involving our
products that lead to environmental and legal matters as described in
our 2007 Annual Report on Form 10-K, and our other filings, with the
SEC.

About the Company

Based in Columbus, Ohio, Hexion Specialty Chemicals serves the
global wood and industrial markets through a broad range of thermoset
technologies, specialty products and technical support for customers
in a diverse range of applications and industries. Hexion Specialty
Chemicals is controlled by an affiliate of Apollo Management, L.P.
Additional information is available at www.hexion.com

Hexion Specialty Chemicals, Inc.
Investors:
John Kompa, +1 614 225 2223
Director, Investor Relations
john.kompa@hexion.com
or
Media:
Peter F. Loscocco, +1 614 225 4127
Vice President, Public Affairs
peter.loscocco@hexion.com

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