Hexion Specialty Chemicals, Inc. Announces Receipt of Required Consents in Consent...

Wed Oct 22, 2008 11:25pm EDT

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Hexion Specialty Chemicals, Inc. Announces Receipt of Required Consents in Consent Solicitations for 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 that Nimbus Merger Sub Inc., a wholly owned subsidiary
of Hexion ("Nimbus"), had received, as of 5:00 p.m. New York City time
on October 22, 2008, tenders and consents from holders of (A) (i)
86.06% of the outstanding principal amount of Second-Priority Senior
Secured Floating Rate Notes due 2014 (CUSIP No. 428303AG6) (the
"Floating Rate Notes") and (ii) 96.13% of the outstanding principal
amount of 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.
and Hexion Nova Scotia Finance, ULC, and (B) (i) 96.42% of the
outstanding principal amount of 11 5/8% Senior Secured Notes due 2010
(CUSIP No. 44701RAE0) (the "Huntsman 11 5/8% Notes"), (ii) 99.53% of
the outstanding principal amount of 11 1/2% Senior Notes due 2012
(CUSIP No. 44701RAG5) (the "Huntsman 11 1/2% Notes"), (iii) 98.65% of
the outstanding principal amount of 7 3/8% Senior Subordinated Notes
due 2015 (CUSIP No. 44701QAK8) (the "Huntsman 7 3/8% Notes"), (iv)
98.94% of the outstanding principal amount of 7 1/2% Senior
Subordinated Notes due 2015 (CUSIP No. 44701QAL6) (the "Huntsman 7
1/2% Notes"), (v) 97.49% of the outstanding principal amount of 7 7/8%
Subordinated Notes due 2014 (CUSIP No. 44701QAP7) (the "Huntsman 7
7/8% Notes") and (vi) 92.63% of the outstanding principal amount of 6
7/8% Subordinated Notes due 2013 (Reg. S ISIN No. XS0274281186, Rule
144A ISIN No. XS0274281855) (the "Huntsman 6 7/8% Notes" and,
collectively 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 7/2%
Notes, the "Huntsman Notes"), in each case issued by Huntsman
International Inc. (formerly known as Huntsman International LLC)
("Huntsman"), in connection with the previously announced cash tender
offers and consent solicitations by Nimbus for the Hexion Notes and
the Huntsman Notes (together, the "Notes").

As a result of the receipt of the requisite consents, Hexion
intends to and Huntsman is expected to enter into supplemental
indentures effecting the proposed amendments, substantially as
described in the respective Offers to Purchase and Consent
Solicitation Statements, each dated October 8, 2008 and the related
Consents and Letters of Transmittal (the "Offer Documents"), with the
trustees under the respective indentures. The proposed amendments,
which will eliminate most of the restrictive covenants and certain
events of default, will become effective when Nimbus accepts for
purchase the Notes validly tendered pursuant to the terms of the Offer
Documents. In addition, the proposed amendments will terminate the
security interests securing obligations under the Hexion Notes.

In accordance with the terms of the Offer Documents, tendered
Notes may no longer be withdrawn and delivered consents may no longer
be revoked, unless the tender offers and the consent solicitations are
terminated without any Notes being purchased or the Company is
required by law to permit withdrawal or revocation.

The pricing terms for the Hexion Notes, the Huntsman 7 1/2% Notes,
the Huntsman 7 1/2% Notes, the Huntsman 7 7/2% Notes and the Huntsman
6 7/2% Notes will be determined as described in the respective Offer
Documents and will be announced on October 23, 2008 (unless Nimbus, in
its sole discretion, establishes a new price determination date).

The tender offers are subject to the conditions set forth in the
Offer Documents, including obtaining the financing necessary to pay
for the Notes and consents in accordance with the terms of the tender
offers and consent solicitations.

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