Hexion Specialty Chemicals, Inc. Announces Modified Dutch Auction Tender Offer for Debentures

COLUMBUS, Ohio--(Business Wire)--
Hexion Specialty Chemicals, Inc. ("Hexion") announced today that it is
commencing a cash tender offer (the "Tender Offer") to purchase its outstanding
8.375% Debentures due 2016 (CUSIP No. 099599AE2) (the "8.375% Debentures"),
9.200% Debentures due 2021 (CUSIP No. 099599AH5) (the "9.200% Debentures"), and
7.875% Debentures due 2023 (CUSIP No. 099599AJ1) (the "7.875% Debentures" and,
together with the 8.375% Debentures and the 9.200% Debentures, the "Notes"), in
a maximum aggregate principal amount not to exceed $20,000,000 (the "Maximum
Payment Amount"), at a purchase price per $1,000 principal amount determined in
accordance with a modified "Dutch auction" procedure on the terms and conditions
set forth in the corresponding Hexion Offer to Purchase dated May 11, 2009 (the
"Offer to Purchase").

Series of Notes CUSIP No. Outstanding Early Total Consideration
Principal Participation
(Acceptable Bid
Amount Payment(1) Price Range)(1)(2)
8.375% Debentures due 2016 099599AE2 $77,512,000 $30.00 $180.00 - $280.00
9.200% Debentures due 2021 099599AH5 $106,245,000 $30.00 $180.00 - $280.00
7.875% Debentures due 2023 099599AJ1 $232,186,000 $30.00 $180.00 - $280.00

(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the Early Participation Payment.

The total consideration payable pursuant to the Tender Offer per $1,000
principal amount of Notes validly tendered and accepted for purchase by Hexion
will be within the range of the base price equal to $180.00 and the maximum bid
price of $280.00.

The clearing price with respect to the Notes will be the lowest single price at
which Hexion will be able to pay the Maximum Payment Amount by accepting all
validly tendered Notes with bid prices equal to or lower than the clearing
price, or, in the event that the purchase of all Notes would result in Hexion
spending less than the Maximum Payment Amount, the clearing price will be the
highest bid price.

If the aggregate amount of Notes validly tendered at or below the clearing price
would cause Hexion to purchase more than the Maximum Payment Amount, then
holders of Notes tendered at the clearing price will be subject to proration on
the terms and conditions set forth in the Offer to Purchase.

Hexion will pay accrued and unpaid interest on all Notes tendered and accepted
for payment in the Tender Offer from the last interest payment date to, but not
including, the date on which the Notes are purchased.

Each holder of Notes who validly tenders (and does not withdraw) his or her
Notes on or prior to 5:00 p.m., New York City time, on May 22, 2009, unless
extended (the "Early Participation Date"), will receive an early participation
payment of $30.00 per $1,000.00 principal amount of Notes tendered (the "Early
Participation Payment"). Holders tendering their Notes after the Early
Participation Date will not be eligible to receive the Early Participation
Payment.

The Tender Offer is scheduled to expire at midnight, New York City time, on June
8, 2009, unless extended or earlier terminated (the "Expiration Date").

Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York
City time, on May 22, 2009, unless extended (the "Withdrawal Date"). Holders of
Notes who tender their Notes after the Withdrawal Date, but on or prior to the
Expiration Date, may not withdraw their tendered Notes.

The Tender Offer is conditioned on the satisfaction of certain customary
conditions. The Tender Offer is not conditioned on financing. Subject to
applicable law, Hexion may also terminate the Tender Offer at any time before
the Expiration Date in its sole discretion.

Additional Information

Hexion has retained Citi to act as dealer manager for the Tender Offer. Global
Bondholder Services Corporation is the Information Agent and Depositary for the
Tender Offer. Questions regarding the Tender Offer should be directed to Citi at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests for
documentation should be directed to Global Bondholder Services Corporation at
(212) 430-3774 (for banks and brokers only) or (866) 873-7700 (for all others
toll-free). This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an offer to
purchase with respect to any Notes. The Tender Offer is being made solely
pursuant to the applicable Offer to Purchase and related documents. The Tender
Offer is not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be made on behalf
of Hexion by the dealer manager, or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.

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
2008 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: 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 2008 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, 614-225-2223
Director, Investor Relations
john.kompa@hexion.com
or
Media:
Peter F. Loscocco, 614-225-4127
Vice President, Public Affairs
peter.loscocco@hexion.com

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