-
AFFIDAVIT OF SERVICE
I, Ryan Vyskocil, depose and say that I am employed by Prime
Clerk LLC (“Prime Clerk”), the subscription agent for the Debtors
in the above-captioned chapter 11 cases.
On May 22, 2019, at my direction and under my supervision,
employees of Prime Clerk caused the following documents to be
served via: (1) overnight mail or next day business service on the
banks, brokers, dealer agents, nominees or their agents
(collectively, the “Nominees”) listed on the service list attached
hereto as Exhibit A, and (2) via First Class Mail on the service
list attached hereto as Exhibit B:
Hexion Rights Offering Procedures, a copy of which is attached
hereto as Exhibit C(the “Hexion Rights Offering Procedures”);
Hexion Rights Offering Beneficial Holder Subscription Form for
use by Noteholders in Connection with Debtors’ Proposed
Confirmation of the Plan and the Related Disclosure Statement Dated
May 22, 2019, a sample of which is attached hereto as Exhibit D
(the “Hexion Subscription Form”).
The Nominees were provided with instructions and sufficient
quantities of the aforementioned documents to distribute to the
beneficial owners of the Debtors’ public securities.
In addition to the hard copy service detailed above, on May 22,
2019, at my direction and under my supervision, employees of Prime
Clerk caused the Hexion Rights Offering Procedures and Hexion
Subscription Form to be served via Email on the service list
attached hereto as Exhibit E.
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 1 of 50
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Case 19-10684-KG Doc 462 Filed 05/28/19 Page 2 of 50
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Exhibit A
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 3 of 50
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Exhibit ANominees Service List
Served via Overnight Mail or Next Day Business Service
NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE
POSTAL CODE COUNTRYBROADRIDGE
JOBS: E13790, E13791, E13792, E13793, E13794, E13796
51 MERCEDES WAY EDGEWOOD NY
11717MEDIANT COMMUNICATIONS
ATTN STEPHANIE FITZHENRY 100 DEMAREST DRIVE
WAYNE NJ 07470‐0000DEPOSITORY TRUST CO
ATTN ED HAIDUK 55 WATER STREET
25TH FLOOR NEW YORK NY
10041DEPOSITORY TRUST CO
ATTN HORACE DALEY 55 WATER STREET
25TH FLOOR NEW YORK NY
10041AMERIPRISE (0216 / 0756)
ATTN: TOM EBERHART OR REORG MGR.
2178 AMP FINANCIAL CENTER MINNEAPOLIS MN
55474AMERIPRISE (0756)
ATTN: ERIN M STIELER OR REORG MGR.
682 AMP FINANCIAL CENTER MINNEAPOLIS MN
55474AMERIPRISE (0756)
ATTN: GREG WRAALSTAD OR REORG MGR.
901 3RD AVE SOUTH MINNEAPOLIS MN
55474BAIRD & CO. INCORPORATED (0547)
ATTN: JANE ERBE OR REORG MGR
777 E. WISCONSIN AVENUE MILWAUKEE WI
53202BANC OF AMERICA SECURITIES (0773)
ATTN: JOHN DOLAN OR REORG MGR
100 W. 33RD STREET 3RD FLOOR
NEW YORK NY
10001BANK OF AMERICA / GWIM (0955)
ATTN: STEFANIE PALADINO OR REORG MGR
1201 MAIN DALLAS TX
75202BARCLAYS CAPITAL INC. (0229/8455/7256/7254/5101)
ATTN: ANTHONY SCIARAFFO OR CORPORATE ACTIONS
745 SEVENTH AVENUE 16TH FLOOR NEW YORK NY
10019BB & T SECURITIES(0702)
ATTN: JESSE W SPROUSE OR REORG DEPT.
8006 DISCOVERY DRIVE SUITE 200 RICHMOND
VA 23229BB & T SECURITIES(0702)
ATTN: RICKY JACKSON OR REORG DEPT.
CORPORATE ACTIONS 8006 DISCOVERY DRIVE
RICHMOND VA
23229BNP PARIBAS NY BRANCH (1569/2787)
ATTN: DEAN GALLI OR REORG DEPT
525 WASHINGTON BLVD. 9TH FLOOR
JERSEY CITY NJ
07310BNP PARIBAS PRIME BROKERAGE, INC. (2154)
ATTN: GENE BANFI OR REORG MGR
525 WASHINGTON BLVD 9TH FLOOR JERSEY CITY
NJ
07310BNP PARIBAS, NEW YORK BRANCH (2147)
ATTN: GENE BANFI OR AARON COLIE REORG MGR
525 WASHINGTON BLVD. 9TH FLOOR JERSEY CITY NJ
07310‐0000BNP PARIBAS, PITTSBURGH BRANCH (2787)
ATTN: ANDREW TAYLOR OR REORG MGR
525 WILLIAM PENN PLACE PITTSBURGH PA
15219BNY CACLUX (8320)
ATTN: EVENTS CREATION OR REORG MGR
500 GRANT STREET ROOM 151‐2700 PITTSBURGH PA
15258BNY MELLON/ NE TRUST (0954)
ATTN: BETH STIFFLER OR REORG MGR
525 WILLIAM PENN PLACE SUITE 300
PITTSBURGH PA 15259BONY/SPDR (2209)
ATTN: JENNIFER MAY OR REORG MGR
525 WILLIAM PENN PLACE PITTSBURGH PA
15259BRANCH BANKING & TRUST CO. (5385)
ATTN: TANJI BASS OR REORG MGR
223 W. NASH STREET 3RD FLOOR WILSON
NC
27893BROWN BROTHERS HARRIMAN & CO. (0010)
ATTN: PAUL NONNON OR REORG MGR.
525 WASHINGTON BLVD. NEW PORT TOWERS
JERSEY CITY NJ
07310‐1607CGM/SALOMON BROTHER (0274)
ATTN: PATRICIA HALLER OR REORG MGR
111 WALL ST. 4TH FLOOR NEW YORK NY
10005CHARLES SCHWAB & CO., INC. (0164)
ATTN: DEBORAH JUNG OR REORG MGR.
2423 EAST LINCOLN DRIVE 1ST FLOOR
PHOENIX AZ
85016‐1215CHARLES SCHWAB & CO., INC. (0164)
ATTN: NANCY BRIM OR REORG MGR.
2423 EAST LINCOLN DRIVE
PHX PEAK 02 K130 PHOENIX AZ
85016‐1215CHARLES SCHWAB & CO., INC. (0164)
ATTN: CHRISTINA YOUNG OR REORG MGR.
2423 EAST LINCOLN DRIVE PHOENIX AZ
85016‐1215CITADEL SECURITIES LLC (0395)
ATTN: MARCIA BANKS OR REORG MGR
131 SOUTH DEARBORN STREET CHICAGO IL
60603CITIBANK, N.A. (0908)
ATTN: SHERIDA SINANAN OR REORG MGR
3800 CITIBANK CENTER B/3RD FLOOR/ZONE 12
TAMPA FL 33610CITIBANK, N.A. (0908)
ATTN: EVENTS CREATION OR REORG MGR
3800 CITIBANK CENTER B3‐12 TAMPA FL
33610CITIBANK, N.A. (0908)
ATTN: CAROLYN TREBUS OR REORG MGR
3800 CITIBANK CENTER B3‐12 TAMPA FL
33610CITIBANK, N.A. (0908)
ATTN: SANDRA HERNANDEZ OR REORG MGR
3800 CITIBANK CENTER B3‐12 TAMPA FL
33610
CITIGROUP GLOBAL MARKETS INC SALOMON (0418/0505)
ATTN: MANETH CHAP OR REORG MGR
3800 CITIBANK CENTER B3‐12 TAMPA FL
33610CITIGROUP GLOBAL MARKETS INC. (0418/0505)
ATTN: ROSE MARIE YODICE OR REORG MGR
388 GREENWHICH STREET 11TH FLOOR NEW YORK
NY
10013CITIGROUP GLOBAL MARKETS INC. /SALOMON BROTHERS (0274)
ATTN: RON MARSH OR REORG MGR
111 WALL ST. 4TH FLOOR NEW YORK
NY 10005COMERICA BANK (2108)
ATTN: LEWIS WISOTSKY OR REORG MGR
411 WEST LAFAYETTE MAIL CODE 3530 DETROIT
MI 48226COR LLC (0052)
ATTN: LUKE HOLLAND OR REORG MGR
1200 LANDMARK CENTER SUITE 800 OMAHA NE
68102CREDENTIAL SECURITIES INC/ CDS (5083)
ATTN: PROXY DEPARTMENT
700‐1111 WEST GEORGIA ST VANCOUVER BC V6E4T6
CANADACREDIT SUISSE SECURITIES (0355)
ATTN: ASHWINEE SAWH OR REORG MGR
11 MADISON AVENUE 23RD FLOOR NEW YORK NY
10010CREDIT SUISSE SECURITIES USA LLC ‐ (0355)
ATTN: SARAH CHANDRIKA OR REORG MGR.
ONE MADISON AVE NEW YORK NY 10010
CREDIT SUISSE SECURITIES USA LLC ‐ (0355)
ATTN: TIM JOHNSON OR REORG MGR.
7033 LOUIS STEPHENS DRIVERESEARCH TRIANGLE PARK
NC 27709
CREDIT SUISSE SECURITIES USA LLC ‐ (0355)
ATTN: ANTHONY MILO OR REORG MGR.
7033 LOUIS STEPHENS DRIVE
GLOBAL PROXY SERVICES RESEARCH TRIANGLE PARK
NC 27709
D.A. DAVIDSON & CO. (0361)
ATTN: RITA LINSKEY OR REORG MGR
8 THIRD STREET NORTH P.O. BOX 5015
GREAT FALLS MT
59403DEUTSCHE BANK SECURITIES (0573)
ATTN: REORG MGR. 5022 GATE PARKWAY
SUITE 200 JACKSONVILLE FL
32256E*TRADE /RIDGE CLEARING (0158)
ATTN: BRIAN DARBY OR REORG MGR
ONE DALLAS CENTER
350 M. ST. PAUL SUITE 1300 DALLAS TX
75201E*TRADE /RIDGE CLEARING (0158)
ATTN: BILIANA STOIMENOVA OR REORG MGR
1700 PACIFIC AVENUE, SUITE 1400 DALLAS TX
75201E*TRADE CLEARING LLC (0385)
ATTN: VICTOR LAU OR PROXY MGR
34 EXCHANGE PLACE PLAZA II JERSEY CITY NJ
07311E*TRADE CLEARING LLC (0385)
ATTN: JOHN ROSENBACH
1271 AVENUE OF THE AMERICAS 14TH FLOOR
NEW YORK NY 10020EDWARD JONES (0057)
CORPORATE ACTIONS & DISTRIBUTION
201 PROGRESS PARKWAY MARYLAND HEIGHTS MO
63043EDWARD JONES (0057)
ATTN: GERRI KAEMPFE OR REORG MGR
CORPORATE ACTIONS & DISTRIBUTION
12555 MANCHESTER ROAD ST. LOUIS MO
63131EDWARD JONES (0057)
ATTN: DEREK ADAMS OR REORG MGR
CORPORATE ACTIONS & DISTRIBUTION
12555 MANCHESTER ROAD ST. LOUIS MO
63131
FIDUCIARY SSB (0987)
ATTN: MIKE FEELEY/ROB RAY OR PROXY MGR
CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH
QUINCY MA 02171‐0001
In re: Hexion Holdings LLC, et al
.Case No. 19‐10684 (KG)
Page 1 of 3
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 4 of 50
-
Exhibit ANominees Service List
Served via Overnight Mail or Next Day Business Service
NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE
POSTAL CODE COUNTRYFIRST CLEARING (0141)
ATTN: FINESSA ROSSON OR REORG DEPT.
1 NORTH JEFFERSON 9‐F ST. LOUIS MO
63103FIRST CLEARING, LLC (0141)
ATTN: MATT BUETTNER OR REORG DEPT.
2801 MARKET STREET H0006‐09B ST. LOUIS
MO
63103GOLDMAN SACHS (0005 / 5208 / 2941)
ATTN: ALEXANDER MUCHNIK OR REORG MGR
30 HUDSON STREET JERSEY CITY NJ
07302GOLDMAN, SACHS & CO. (0005)
ATTN: ALEX MUCHNIK OR REORG MGR
30 HUDSON ST. PROXY DEPARTMENT JERSEY CITY NJ
07302‐0000INGALLS & SNYDER, L.L.C. (0124)
ATTN: LES BIANCO OR REORG MGR
1325 AVENUE OF THE AMERICAS NEW YORK NY
10019INGALLS & SNYDER, L.L.C. (0124)
ATTN: MIKE SCURA OR REORG MGR
1325 AVENUE OF THE AMERICAS NEW YORK NY
10019INTERACTIVE BROKERS/TH (0549/0534/0017)
ATTN: KARIN MCCARTHY OR REORG MGR
2 GREENWICH OFFICE PARK
2ND FLOOR, BUILDING 8 GREENWICH CT
06830
INTL FCSTONE, INC.f.k.a STERNE, AGEE & LEACH, INC. (0750)
ATTN: KEN SIMPSON OR REORG MGR
2 PERIMETER PARK SOUTH, STE 100 W
BIRMINGHAM AL
35243J.P. MORGAN CLEARING CORP. (0352)
ATTN: ERIC OSZUSTOQICZ OR REORG MGR
3 CHASE METROTECH CENTER PROXY DEPT./NY1‐H034
BROOKLYN NY
11245‐0001J.P. MORGAN CLEARING CORP. (0352)
ATTN: ABHISHEK KUMAR OR REORG MGR
500 STANTON CHRISTIANA ROAD 3RD FLOOR
NEWARK DE 19713
J.P. MORGAN CLEARING CORP. (0352)
ATTN: BRODERICK WALKER OR REORG MGR
DEPT. C, CASHIERS DEPARTMENT ONE METROTECHCENTER NORTH REORG DEPT 4TH FLOOR
BROOKLYN NY 11201‐3862
JANNEY MONTGOMERY SCOTT INC. (0374)
ATTN: REGINA LUTZ OR REORG MGR
1801 MARKET STREET 9TH FLOOR PHILADELPHIA PA
19103‐1675JANNEY MONTGOMERY SCOTT INC. (0374)
ATTN: BOB MARTIN OR REORG MGR
1801 MARKET STREET 9TH FLOOR
PHILADELPHIA PA
19103‐1675JEFFERIES & COMPANY, INC. (0019)
ATTN: REORG MGR 34 EXCHANGE PLACE
JERSEY CITY NJ
07311JEFFERIES & COMPANY, INC. (0019)
ATTN: RAY DESOUZA OR REORG MGR
HARBORSIDE FINANCIAL CENTER 705 PLAZA 3
JERSEY CITY NJ 07311JPMCH/CTC (2424)
ATTN: PHILLIP ROY OR REORG MGR
14201 DALLAS PARKWAY 13TH FLOOR DALLAS
TX 75254JPMCH/CTC (2424)
Attn: Gene Banfi or Reorg Mgr
4 Chase Metrotech Center
3rd Fl NY1 – C083
BROOKLYN NY
11245‐0001JPMORGAN CHASE BANK, NA (0902)
ATTN: PHILIP ROY OR REORG MGR
14201 DALLAS PARKWAY 12TH FLOOR DALLAS TX
75254JPMORGAN CHASE BANK, NA (0902/2164)
Attn: Jeff Lazarus or Corporate Actions Mgr
4 Chase Metrotech Center
3rd Fl NY1 – C094
Brooklyn NY
11245‐0001KEYBANK NA/FBO TREASURER OF OHIO (2769)
ATTN: SCOTT MACDONALD OR REORG MGR
4900 TIEDEMAN ROAD OH‐01‐49‐310 BROOKLYN OH
44144LPL FINANCIAL CORPORATION (0075)
ATTN: CORPORATE ACTIONS 1055 LPL WAY
FORT MILL SC
29715MANUFACTURERS AND TRADERS (0990)
ATTN: DON SCHMIDT OR REORG MGR
ONE M&T PLAZA 8TH FLOOR BUFFALO NY
14240MERRILL LYNCH (0161/5198)
ATTN: KASIA BANACH OR CORP ACTIONS NOTIFICATION
4804 DEAR LAKE DR E JACKSONVILLE FL
32246MERRILL LYNCH, PIERCE, FENNER (0161/8862)
ATTN: EARL WEEKS OR PROXY MGR
4804 DEER LAKE DR E JACKSONVILLE FL
32246MITSUB UFJ (2932)
ATTN: RAVI NIRANJAN OR REORG DEPT.
420 FIFTH AVENUE 6TH FLOOR NEW YORK
NY 10018MORGAN STANLEY & CO. (0050)
ATTN: IRVING CORUJO OR REORG MGR
ONE NEW YORK PLAZA 7TH FLOOR
NEW YORK NY
10004MORGAN STANLEY SMITH BARNEY LLC (0015)
ATTN: JOHN BARRY OR REORG MGR
1300 THAMES STREET WHARF BALTIMORE MD
21231MORGAN STANLEY TRUST N.A. (2267)
ATTN: DAVID LAI OR REORG MANAGER
1 NEW YORK PLAZA 41ST FLOOR NEW YORK
NY 10004NATIONAL FINANCIAL SERVICES LLC (0226)
ATTN: SEAN COLE OR REORG MGR
499 WASHINGTON BLVD 5TH FLOOR JERSEY CITY
NJ 07310NATIONAL FINANCIAL SERVICES LLC (0226)
ATTN: KARL BAKER OR REORG MGR
499 WASHINGTON BLVD 5TH FLOOR JERSEY CITY
NJ 07310NOMURA SECURITIES (0180/7507/7584)
ATTN: HERNAN SANCHEZ OR PROXY MGR
309 WEST 49TH STREET
WORLDWIDE PLAZA 10TH FLOOR NEW YORK NY
10019NOMURA SECURITIES (0180/7507/7584)
ATTN: ADRIAN ROCCO 309 WEST 49TH STREET
10TH FLOOR NEW YORK NY
10019‐7316NOMURA SECURITIES (0180/7507/7584)
ISSUER SERVICES 309 WEST 49TH STREET
10TH FLOOR NEW YORK NY
10019‐7316NOMURA SECURITIES/FIXED INCOME (5222)
ATTN: JOHN KELLERHER OR REORG MGR
2 WORLD FINANCIAL CENTER, BLDG B.
NEW YORK NY 10281‐1198NORTHERN TRUST CO (2669)
ATTN: ROBERT VALENTIN OR REORG MGR
801 S CANAL STREET FLOOR C1N CHICAGO
IL 60607NORTHERN TRUST CO (2669)
ATTN: ANDREW LUSSEN OR REORG MGR
801 S CANAL STREET FLOOR C1N CHICAGO
IL 60607OPPENHEIMER & CO. INC. (0571)
ATTN: OSCAR MAZARIO OR REORG MGR
85 BROAD STREET 4TH FLOOR NEW YORK
NY 10004OPPENHEIMER & CO. INC. (0571)
ATTN: COLIN SANDY OR REORG MGR
125 BROAD STREET 15TH FLOOR NEW YORK
NY 10004
PERSHING LLC (0443)
ATTN: SILVY RODRIGUEZ OR REORG MGR
SECURITIES CORPORATION1 PERSHING PLAZA 7TH FLOOR ‐ REORG.
JERSEY CITY NJ 07399
PERSHING LLC (0443)
ATTN: AL HERNANDEZ OR REORG MGRSECURITIES CORPORATION 1 PERSHING PLAZA 7TH FLOOR ‐REORG.
JERSEY CITY NJ 07399
PERSHING LLC (0443)
ATTN: JOSEPH LAVARA OR REORG MGR
1 PERSHING PLAZA JERSEY CITY NJ
07399PRIMEVEST FINANCIAL SERVICES (0701)
ATTN: MARK SCHOUVILLER OR REORG MGR
400 1ST STREET SOUTH ST. CLOUD MN
56301RAYMOND JAMES & ASSOCIATES, INC. (0725)
ATTN: ROBERTA GREEN OR REORG MGR
880 CARILION PARKWAY TOWER 2, 4TH FLOOR
ST. PETERSBURG FL
33716RBC CAPITAL MARKETS (0235)
ATTN: STEVE SCHAFER OR REORG MGR
60 SOUTH 6TH STREET MINNEAPOLIS MN
55402RBC DOMINION (4801)
ATTN: PETER DRUMM OR REORG MGR
200 BAY ST. ROYAL BK PLAZA
NORTH TOWER 6TH FLOOR TORONTO ON
M5J 2W7 CANADARBC DOMINION /CDS (5002)
ATTN: KAREN OLIVERES OR REORG MGR
200 BAY STREET, 6TH FLOOR
ROYAL BANK PLAZA NORTH TOWER TORONTO ON
M5J 2W7
CANADAROBERT W. BAIRD & CO. (0547)
ATTN: JAN SUDFELD OR REORG MGR
777 E. WISCONSIN AVENUE 19TH FLOOR
MILWAUKEE WI
53202ROBERT W. BAIRD & CO. (0547)
ATTN: TRACY TRENSCH OR REORG MGR
777 E. WISCONSIN AVENUE MILWAUKEE WI
53202SANFORD C. BERNSTEIN (0013)
ATTN: CARMINE CARRELLA OR REORG MGR
ONE NORTH LEXINGTON AVENUE WHITE PLAINS
NY 10601‐1785SEI PRIVATE (2039)
ATTN: SHAWN MACCOY OR REORG MGR.
ONE FREEDOM VALLEY DRIVE OAKS PA
19456SEI PRIVATE (2039)
ATTN: ERIC GREENE OR REORG MGR.
ONE FREEDOM VALLEY DRIVE OAKS PA
19456SEI PRIVATE TRUST COMPANY (2663)
ATTN: MELVIN ALLISON OR REORG MGR
ONE FREEDOM VALLEY DR. OAKS PA 19456
In re: Hexion Holdings LLC, et al
.Case No. 19‐10684 (KG)
Page 2 of 3
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 5 of 50
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Exhibit ANominees Service List
Served via Overnight Mail or Next Day Business Service
NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE
POSTAL CODE
COUNTRYSG AMERICAS SECURITIES, LLC (0286)
ATTN: CHARLES HUGHES OR REORG MGR
245 PARK AVE NEW YORK NY
10167SOUTHWEST SECURITIES, INC. (0279)
ATTN: DORIS KRAJC OR REORG MGR
1201 ELM STREET SUITE 3700 DALLAS
TX 75270SOUTHWEST SECURITIES, INC. (0279)
ATTN: RHONDA JACKSON OR REORG MGR
1201 ELM STREET SUITE 3500 DALLAS
TX 75270SOUTHWEST SECURITIES, INC. (0279)
ATTN: CHRISTINA FINZEN OR RORG MGR
1201 ELM STREET SUITE 3700 DALLAS TX
75270SSB ‐ BLACKROCK TRUST (2767)
ATTN: TRINA ESTREMERA OR REORG MGR
1776 HERITAGE DRIVE NORTH QUINCY MA
02171SSB‐ IBT/BGI (2767/2375)
ATTN: TOM BRODERICK OR REORG MGR
1776 HERITAGE DRIVE NORTH QUINCY MA
02171STATE STREET (0997)
ATTN: MIKE FEELEY/ROB RAY OR REORG MGR
CORP ACTIONS ‐ JAB5E
1776 HERITAGE DRIVE NORTH QUINCY MA
02171STATE STREET BANK & TRUST/STATE STREET TOTAL ETF (2950/2375)
ATTN: MIKE FEELEY/ROB RAY OR PROXY MGR
CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH
QUINCY MA
02171‐0000STATE STREET BANK AND TRUST (0997/2319)
ATTN: CHRISTINE SULLIVAN OR REORG MGR
CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE
NORTH QUINCY MA
02171STATE STREET BANK AND TRUST (0997/2319)
ATTN: MIKE FEELEY / ROB RAY OR REORG MGR
CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE
NORTH QUINCY MA
02171STIFEL, NICOLAUS & CO (0793)
ATTN: CHRIS WIEGAND OR REORG MGR
501 N. BROADWAY
7TH FLOOR STOCK RECORD DEPT
ST. LOUIS MO
63102STIFEL, NICOLAUS & CO (0793)
ATTN: CRAIG MCINTOSH OR REORG MGR
501 N. BROADWAY REORG DEPT
ST. LOUIS MO
63102TD AMERITRADE CLEARING, INC. (0188)
ATTN: MANDI FOSTER OR REORG MGR
1005 NORTH AMERITRADE PLACE BELLEVUE NE
68005TD AMERITRADE CLEARING, INC. (0188)
ATTN: GARY SWAIN OR REORG MGR
1005 NORTH AMERITRADE PLACE BELLEVUE NE
68005THE BANK OF NEW YORK MELLON (0901/2510)
ATTN: JENNIFER MAY OR REORG MGR
525 WILLIAM PENN PLACE SUITE 153‐0400
PITTSBURGH PA 15259U.S. BANK N.A. (2803)
ATTN: PAUL KUXHAUS OR REORG MGR
1555 N. RIVER CENTER DRIVE SUITE 302
MILWAUKEE WI
53212UBS FINANCIAL SERVICES LLC (0221)
ATTN: NEHA SOOD OR REORG MGR
315 DEADERICK STREET 5TH FLOOR NASHVILLE
TN 37238UBS SECURITIES LLC (0642)
ATTN: GREGORY CONTALDI OR REORG MGR
315 DEADERICK STREET NASHVILLE TN
37238UBS SECURITIES LLC (0642)
ATTN: JOSEPH POZOLANTE OR REORG MGR
315 DEADERICK STREET NASHVILLE TN
37238US BANK (2803)
ATTN: PAUL KUXHAUS REORG MGR
1555 N RIVERCENTER DR STE 302
MILWAUKEE WI 53212VANGUARD (0062)
ATTN: CORPORATE ACTION 100 VANGUARD BLVD
MALVERN PA 19355VANGUARD (0062)
ATTN: BRANDON R MITCHAM
OR CORPORATE ACTION
14321 N. NORTHSIGHT BLVD SCOTTSDALE AZ
85260WEDBUSH MORGAN SECURITIES (0103)
ATTN: ALAN P. FERREIRA OR REORG MGR
1000 WILSHIRE BLVD LOS ANGELES CA
90017WELLS BANK (2027)
ATTN: LORA DAHLE OR REORG MGR
733 MARQUETTE AVE MAC N9306‐057 5TH FLOOR
MINNEAPOLIS MN 55479
WELLS FARGO SECURITIES, LLC (0250)
ATTN: STEVE TURNER OR REORG MGRCORP ACTIONS ‐ NC0675 1525 WEST W.T. HARRIS BLVD, 1B1
CHARLOTTE NC 28262
WELLS FARGO SECURITIES, LLC (0250)
ATTN: ROBERT MATERA OR REORG MGRCORP ACTIONS ‐ NC0675 1525 WEST W.T. HARRIS BLVD, 1B1
CHARLOTTE NC 28262
WELLS FARGO SECURITIES, LLC (0250/2072)
ATTN: SCOTT NELLIS OR REORG MGRCORP ACTIONS ‐ MAC D109‐010 1525 WEST W.T. HARRRIS BLVD, 1B1
CHARLOTTE NC 28262
In re: Hexion Holdings LLC, et al
.Case No. 19‐10684 (KG)
Page 3 of 3
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 6 of 50
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Exhibit B
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 7 of 50
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Exhibit BRegistered Holder Service ListServed via First Class Mail
MMLID NAME ADDRESS 1 CITY STATE POSTAL CODE7819814
BANDY, STEPHEN ALAN Address on file7819815
Black, Benjamin D. Address on file7819816
Black, Thomas L. Address on file7819818
Eckert, Valerie Address on file7819817
Key, Jason W. Address on file7819820
Key, Lori A. Address on file7819819
Thomas S Flowers JT Ten, Blanche S Flowers &
Address on file
In re: Hexion Holdings LLC, et al.Case No. 19‐10684 (KG)
Page 1 of 1
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 8 of 50
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Exhibit C
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 9 of 50
-
HEXION RIGHTS OFFERING PROCEDURES
Pursuant to the Second Amended Joint Chapter 11 Plan of
Reorganization of Hexion Holdings LLC and Its Debtor Affiliates
Under Chapter 11 of the Bankruptcy Code (as such plan of
reorganization may be amended or modified from time to time, the
“Plan”) of the Hexion Holdings LLC and its affiliated debtors (the
“Debtors”), each Holder of an Allowed Notes Claim1 is being granted
a subscription right (each, a “Right”) to purchase shares or
membership interests, as applicable, of New Common Equity (the
“Offered Shares”) of Hexion LLC or such other entity that issues
the New Common Equity pursuant to the Plan (the “Company”), as more
fully described in these Rights Offering Procedures. The Allowed
Notes Claims are claims arising under or based upon the First Lien
Notes, the 1.5 Lien Notes, the Second Lien Notes, the Borden 2021
Debentures, or the Borden 2023 Debentures (collectively, the
“Notes”).
The offering of the Offered Shares is referred to as the “Rights
Offering.”
The Offered Shares are being distributed and issued by the
Debtors without registration under the Securities Act of 1933, as
amended (the “Securities Act”), or any state or local law requiring
registration for offer and sale of a security, in reliance upon the
exemption provided in section 1145 of the Bankruptcy Code.
None of the Rights distributed in connection with these Rights
Offering Procedures have been or will be registered under the
Securities Act, nor any state or local law requiring registration
for offer and sale of a security. To exercise the Rights, the
Holder of the underlying Notes must electronically deliver such
Notes into an account maintained by the Subscription Agent for the
Rights Offering through the Automated Tender Offer Program (“ATOP”)
of the Depository Trust Company (“DTC”), so that they are received
by the Subscription Expiration Deadline. The Rights will not be
detachable or otherwise transferable separately from the underlying
Notes. Rather, the Rights, together with the underlying Notes with
respect to which such Rights were allocated, will trade together
and will be evidenced by the underlying Notes until the
Subscription Expiration Deadline (as defined below), subject to
such limitations, if any, that would be applicable to the
transferability of the underlying Notes; provided, that following
the exercise of any Rights, the Holder thereof shall be prohibited
from selling, transferring, assigning, pledging, hypothecating,
participating, donating or otherwise encumbering or disposing of,
directly or indirectly (including through derivatives, options,
swaps, forward sales or other transactions in which any person
receives the right to own or acquire any current or future interest
in the Rights, the Allowed Notes Claims, the Offered Shares, or the
New Common Equity) (each of the above, a “Transfer”) the Notes
corresponding to such Rights until the termination of the Rights
Offering.
Pursuant to the Equity Backstop Agreement, the Company and
certain Commitment Parties (as defined in the Equity Backstop
Agreement) will enter into the Registration Rights Agreement
pursuant to which, among other things, the Company has agreed to
prepare a prospectus to be included in a registration statement to
be filed by the Company with the SEC covering the Offered Shares of
those Commitment Parties. There is no certainty that
1 Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Plan.
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such registration statement will be filed or will be declared
effective by the SEC at the time the Offered Shares are issued or
at all.
Any Holder that subscribes for Offered Shares and is deemed to
be an “underwriter” under section 1145(b) of the Bankruptcy Code
will be subject to restrictions under the Securities Act on its
ability to resell those securities. Resale restrictions are
discussed in more detail in Section XI.B of the Disclosure
Statement, entitled “Issuance & Transfer of 1145
Securities.”
The Rights Offering is being conducted by the Company in good
faith and in compliance with the Bankruptcy Code. In accordance
with section 1125(e) of the Bankruptcy Code, a debtor or any of its
agents that participate, in good faith and in compliance with the
applicable provisions of the Bankruptcy Code, in the offer,
issuance, sale, or purchase of a security, offered or sold under
the plan of the debtor, of an affiliate participating in a joint
plan with the debtor, or of a newly organized debtor under the
plan, is not liable, on account of such participation, for
violation of any applicable law, rule, or regulation governing the
offer, issuance, sale or purchase of securities.
Noteholders and Nominees of Noteholders (each as defined below)
should note the following dates and times relating to the Rights
Offering:
Date Calendar Date Event
Subscription Commencement
Date.........................................
Wednesday, May 22, 2019
Commencement of the Rights Offering.
Subscription Expiration
Deadline..................................
5:00 p.m. (Prevailing Eastern Time) on Friday, June 14, 2019
The deadline for Noteholders to subscribe for Offered Shares. A
Noteholder’s duly completed and executed Beneficial Holder
Subscription Form (with accompanying IRS Form W-9 or appropriate
IRS Form W-8, as applicable) must be returned to (a) its securities
nominee (the “Nominee”) (as directed by its Nominee), or (b) Prime
Clerk LLC (the “Subscription Agent”) if a Noteholder does not hold
Notes through a Nominee (a “Registered Holder”) or is otherwise
directed to do so by its Nominee, in either case so that such
documents are actually received by the Subscription Agent on or
before the Subscription Expiration Deadline. The Noteholder
(excluding Registered Holders) must instruct its Nominee to
electronically deliver, their applicable underlying Notes to the
Subscription Agent via ATOP, so that such underlying Notes are
actually received by the Subscription Agent on or before the
Subscription Expiration Deadline. Registered Holders that
participate in the Rights Offering shall be prohibited from
transferring the underlying Notes, and the applicable indenture
trustee shall be prohibited from effectuating any such requested
transfers. Similarly, Notes delivered to the Subscription Agent via
ATOP may not thereafter be transferred. Noteholders who are not
Equity Backstop Parties must deliver the Purchase Price (as defined
below) by the Subscription Expiration Deadline.
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Noteholders who are Equity Backstop Parties must deliver the
Purchase Price no later than the Backstop Funding Deadline (as
defined below).
To Noteholders and Nominees of Noteholders:
On May 22, 2019, the Debtors filed the Plan, and the Disclosure
Statement for Second Amended Joint Chapter 11 Plan of
Reorganization of Hexion Holdings LLC and Its Debtor Affiliates
Under Chapter 11 of the Bankruptcy Code (as such disclosure
statement may be amended from time to time, the “Disclosure
Statement”). Pursuant to the Plan, each Holder of an Allowed Notes
Claim from the Subscription Commencement Date to the Subscription
Expiration Deadline (each such Holder, a “Noteholder”) has the
right to participate in the Rights Offering in accordance with the
terms and conditions of the Plan and these Rights Offering
Procedures.
Pursuant to the Plan and these Rights Offering Procedures, each
Noteholder will be allocated Rights to subscribe for its Pro Rata
Share of Offered Shares, and may exercise such Rights by (x) timely
and properly executing and delivering its Beneficial Holder
Subscription Form (with accompanying IRS Form W-9 or appropriate
IRS Form W-8, as applicable), the form of which is attached to
these Rights Offering Procedures as Annex 1 (the “Beneficial Holder
Subscription Form”) to the Subscription Agent (if a Registered
Holder) or its Nominee (or as otherwise directed by its Nominee),
and (y) funding in cash the aggregate purchase price (the “Purchase
Price”) for its Subscribed Shares (as defined below) in accordance
with the instructions provided herein. Please note that all
Beneficial Holder Subscription Forms (with accompanying IRS Form
W-9 or appropriate IRS Form W-8, as applicable) must be returned
prior to the Subscription Expiration Deadline to (a) the
Subscription Agent if a Noteholder is a Registered Holder or is
otherwise directed to do so by its Nominee or (b) the applicable
Nominee in sufficient time to allow such Nominee to process and
deliver copies of all Beneficial Holder Subscription Forms (with
accompanying IRS Forms) to the Subscription Agent.
As part of the exercise process, following exercise of Rights,
the underlying Notes held through DTC or in registered form will be
frozen from trading, as described below. For Noteholders who hold
notes through a Nominee, all Beneficial Holder Subscription Forms
and/or other instructions required by the Nominee must be returned
to the applicable Nominee in sufficient time to allow such Nominee
to process and deliver the applicable underlying Notes through ATOP
prior to the Subscription Expiration Deadline. By instructing its
Nominee to submit the underlying Notes through ATOP, the Holder is
(i) authorizing its Nominee to exercise all Rights associated with
the amount of Notes as to which the instruction pertains; and (ii)
certifying that it understands that, once submitted, the underlying
Notes will be frozen from trading until the Effective Date or the
termination of the Rights Offering. Registered Holders that
participate in the Rights Offering shall be prohibited from
transferring the underlying Notes, and the applicable indenture
trustee shall be prohibited from effectuating any such requested
transfers until the Effective Date or the termination of the Rights
Offering. If the Rights Offering is not terminated, on the
Effective Date (a) the underlying Notes will be cancelled pursuant
to the Plan; (b) the Holder will receive its Pro Rata Share of the
New Common Equity and other recoveries distributed to its
applicable Class(es) pursuant to the Plan; and (c) the Holder will
additionally receive any Subscribed Shares (as defined below).
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If a Noteholder holds Notes underlying the Rights that it wishes
to exercise through multiple Nominees, it must complete, execute
and deliver a separate Beneficial Holder Subscription Form with
respect to each such Nominee.
The amount of time necessary for a Nominee to process and
deliver the applicable Notes through ATOP may vary. Holders are
urged to consult with their Nominees to determine the necessary
deadline to return their Beneficial Holder Subscription Forms to
their Nominee (as well as any other steps required by such Nominee,
which may vary from Nominee to Nominee). Failure to submit such
Beneficial Holder Subscription Form (or other instructions required
by the Nominee) on a timely basis will result in forfeiture of a
Noteholder’s Rights. None of the Company, the Subscription Agent or
any of the Equity Backstop Parties will have any liability for any
such failure.
No Noteholder shall be entitled to participate in the Rights
Offering unless cash in an amount equal to the Purchase Price of
its Subscribed Shares, calculated in accordance with its Beneficial
Holder Subscription Form, is received by the Subscription Agent (i)
in the case of a Noteholder that is not an Equity Backstop Party,
on or before the Subscription Expiration Deadline and (ii) in the
case of a Noteholder that is an Equity Backstop Party, no later
than the Backstop Funding Deadline, provided that the Equity
Backstop Parties may deposit their Purchase Price in the Escrow
Account (as defined in the Equity Backstop Agreement), in
accordance with the terms of the Equity Backstop Agreement. No
interest will be payable on any advanced funding of the Purchase
Price. If the Rights Offering is terminated for any reason, the
Purchase Price previously received by the Subscription Agent will
be returned to the applicable Noteholders as provided in Section 7
hereof and the deposited Notes will be released by the Subscription
Agent. If a Noteholder subscribed for Offered Shares pursuant to
the Oversubscription Procedures (as defined below), and its
oversubscription is not honored in whole or in part, the Purchase
Price attributable to the portion of Oversubscription Shares (as
defined below) that are not issued to such Noteholder will be
returned to such Noteholder as provided in Section 7 hereof. No
interest will be paid on any advanced funding of the Purchase Price
or on any returned Purchase Price.
Before electing to participate in the Rights Offering, all
Noteholders should review the Disclosure Statement (including the
risk factors described in the section entitled “Factors to Consider
Before Voting”) and the Plan, and, in each case, any amendments,
supplements or other modifications thereto, in addition to these
Rights Offering Procedures and the instructions contained in the
Beneficial Holder Subscription Form. A copy of the Disclosure
Statement is available from the Subscription Agent and on the
Debtors’ restructuring website at
http://www.omnimgt.com/HexionRestructuring.
In order to participate in the Rights Offering, you must
complete all the steps outlined below. If all of the steps outlined
below are not completed by the Subscription Expiration Deadline,
you shall be deemed to have forever and irrevocably relinquished
and waived your right to participate in the Rights Offering.
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1. Participation in the Rights Offering
Noteholders have the right, but not the obligation, to
participate in the Rights Offering.
Subject to the terms and conditions set forth in the Plan and
these Rights Offering Procedures, each Noteholder is entitled to
subscribe for up to its Pro Rata Share of Offered Shares at the
Purchase Price.
In addition, in accordance with the Oversubscription Procedures,
each Noteholder that duly subscribes and pays for all of its Pro
Rata Share of Offered Shares (as calculated based on the applicable
Notes electronically delivered via ATOP) has the right, but not the
obligation, to duly subscribe for Oversubscription Shares.
Any Noteholder that subscribes for Offered Shares and is deemed
to be an “underwriter” for purposes of section 1145(b) of the
Bankruptcy Code shall receive restricted securities under the
Securities Act to be held on the register at the transfer agent
that are not freely transferable under applicable securities laws,
and will bear a legend indicating that the securities may not be
sold or otherwise transferred unless such securities are registered
with the SEC pursuant to the Securities Act and comply with any
applicable state or local law requiring registration of securities,
or such sale or transfer is exempt from registration requirements
of the Securities Act and any applicable state or local law.
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND THESE RIGHTS
OFFERING PROCEDURES, ALL SUBSCRIPTIONS SET FORTH IN THE BENEFICIAL
HOLDER SUBSCRIPTION FORM ARE IRREVOCABLE.
2. Oversubscription Procedures
If any Offered Shares remain available for subscription after
giving effect to the aggregate number of Offered Shares duly
subscribed for and purchased by the Noteholders (such number of
remaining Offered Shares, the “Oversubscription Shares”), the
Subscription Agent (in consultation with and at the direction of
the Company’s advisors) shall employ the oversubscription
procedures described below (the “Oversubscription Procedures”).
If any Oversubscription Shares are available, each Noteholder
that has duly subscribed for and purchased one hundred percent
(100%) of its Pro Rata Share of Offered Shares (each Noteholder
duly electing to subscribe for the Oversubscription Shares, an
“Oversubscription Participant”) also may elect to subscribe for and
purchase that number of Oversubscription Shares up to one hundred
percent (100%) of its Pro Rata Share of Offered Shares; provided,
however, that if the number of Oversubscription Shares is less than
the number of Offered Shares for which Oversubscription
Participants have duly subscribed pursuant to the Oversubscription
Procedures (the “Elected Oversubscription Shares”), then the
Elected Oversubscription Shares shall be reduced pro rata based on
each Oversubscription Participant’s subscription amount pursuant to
the Oversubscription Procedures (and irrespective of the allocation
of Rights under the Plan) in order to equal the Oversubscription
Shares. The Purchase Price paid for Oversubscription Shares that
are subscribed for but not issued to an Oversubscription
Participant will be returned to the Oversubscription Participant
without interest as provided in Section 7 hereof.
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Oversubscription Participants must indicate on their Beneficial
Holder Subscription Form the number of Oversubscription Shares for
which they wish to subscribe, and must fund the Purchase Price for
such Oversubscription Shares in accordance with the instructions
provided herein.
3. Subscription Period
The Rights Offering will commence on the Subscription
Commencement Date and will expire on the Subscription Expiration
Deadline. Each Noteholder intending to purchase Offered Shares in
the Rights Offering must affirmatively elect to exercise its Rights
in the manner set forth in the Rights Offering Instructions
(consistent herewith, including as described in Section 5 hereof)
on or prior to the Subscription Expiration Deadline and must pay
for any exercised Rights by the applicable deadline.
Any exercise (including payment by any Noteholder that is not an
Equity Backstop Party) of Rights after the Subscription Expiration
Deadline will not be allowed and any purported exercise received by
the Subscription Agent after the Subscription Expiration Deadline,
regardless of when the documents or payment relating to such
exercise were sent, will not be honored.
The Subscription Expiration Deadline may be extended by the
Debtors with the consent of the Required Consenting Noteholders (as
defined in the Plan), or as required by law. Any such extension
will be followed by a public announcement thereof no later than
9:00 a.m. (Prevailing Eastern Time) on the next Business Day after
the previously scheduled Subscription Expiration Deadline.
4. Delivery of the Beneficial Holder Subscription Form
Each Noteholder may exercise all or any portion of such
Noteholder’s Rights, but subject to the terms and conditions of the
Plan and these Rights Offering Procedures, the exercise of any
Rights will be irrevocable. In order to facilitate the exercise of
the Rights, beginning on the Subscription Commencement Date, the
Subscription Agent will furnish, or cause to be furnished, to each
Noteholder or its Nominee, as applicable, the Beneficial Holder
Subscription Form, together with appropriate instructions for the
proper completion and due execution by, and timely delivery by or
on behalf of, the Noteholder of the Beneficial Holder Subscription
Form and the payment of the Purchase Price for that number of
Offered Shares set forth in Items 2 and 3 of such Noteholder’s
Beneficial Holder Subscription Form (including any Oversubscription
Shares, the “Subscribed Shares”). To effectuate delivery of the
aforementioned documents, the Subscription Agent is authorized to
rely on (i) information or registers provided by the applicable
indenture trustees of the Notes and (ii) securities position
reports requested and obtained from DTC for purposes of
distribution. In addition, appropriate service of the
aforementioned documents will be deemed completed by the
Subscription Agent upon delivery of such documents to DTC and the
applicable Nominees (or such Nominees’ agents); provided, however,
that the Subscription Agent will instruct such Nominees (or their
agents) to immediately distribute such documents to the underlying
Noteholders in accordance with their customary procedures.
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5. Exercise of Rights
For any Noteholder holding through a Nominee: In order to
exercise a Noteholder’s Rights, such Noteholder’s Nominee must
submit the relevant portion of Notes as to which the Rights pertain
into the ATOP system to the account maintained by the Subscription
Agent with DTC.
For any Registered Holder: By exercising a Registered Holder’s
Rights, such Registered Holder’s underlying Notes will be frozen
from trading on the register of the applicable indenture trustee,
and the indenture trustee will be prohibited from effectuating any
such requested transfer without the approval of the Subscription
Agent.
(a) In order to validly exercise Rights, each Noteholder that is
not an Equity Backstop Party must:
(i) instruct its Nominee(s) to electronically deliver, the Notes
underlying the Rights that are being exercised through ATOP, such
that they are received by the Subscription Expiration Deadline
(this requirement does not apply to Registered Holders);
(ii) return a duly completed and executed Beneficial Holder
Subscription Form (with accompanying IRS Form W-9 or appropriate
IRS Form W-8, as applicable) to the Subscription Agent (if a
Registered Holder) or its Nominee (or as otherwise directed by its
Nominee) so that such documents are actually received by the
Subscription Agent on or before the Subscription Expiration
Deadline; and
(iii) no later than the Subscription Expiration Deadline, pay
the Purchase Price for all Subscribed Shares, including all
Oversubscription Shares, to the Subscription Agent by wire transfer
of immediately available funds in accordance with the instructions
included in Item 6 of the Beneficial Holder Subscription Form.
(b) In order to validly exercise Rights, each Noteholder that is
an Equity Backstop Party must:
(i) instruct its Nominees to electronically deliver the Notes
underlying the Rights that are being exercised through ATOP, such
that they are received by the Subscription Expiration Deadline
(this requirement does not apply to Registered Holders);
(ii) return a duly completed and executed Beneficial Holder
Subscription Form (with accompanying IRS Form W-9 or appropriate
IRS Form W-8, as applicable) to the Subscription Agent (if a
Registered Holder) or its Nominee (or as otherwise directed by its
Nominee) so that such documents are actually received by the
Subscription Agent on or before the Subscription Expiration
Deadline; and
(iii) no later than the deadline specified in the Funding Notice
(as defined in the Equity Backstop Agreement) (such deadline, the
“Backstop Funding Deadline”), pay the Purchase Price for all
Subscribed Shares to the Subscription Agent or to the Escrow
Account established and maintained by a third party satisfactory to
the Equity Backstop Parties and the Company (the “Escrow Agent”) by
wire transfer of
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immediately available funds in accordance with the instructions
included in the Funding Notice.
(c) With respect to 5(a) and 5(b) above, a Noteholder that holds
Allowed Notes Claims through a Nominee must duly complete, execute
and return its Beneficial Holder Subscription Form in accordance
with the instructions herein directly to its Nominee (or as
otherwise directed by its Nominee) in sufficient time to allow its
Nominee to process its instructions and deliver to the Subscription
Agent its completed Beneficial Holder Subscription Form (with
accompanying IRS Form W-9 or appropriate IRS Form W-8, as
applicable) on or before the Subscription Expiration Deadline.
Noteholders that are Equity Backstop Parties must deliver their
payment of the Purchase Price for their Subscribed Shares directly
to the Subscription Agent or to the Escrow Account, as applicable,
and in accordance with the instructions in the Funding Notice no
later than Backstop Funding Deadline.
(d) Any Noteholder that is not an Equity Backstop Party and that
does not hold an Allowed Notes Claim through a Nominee must deliver
their completed Beneficial Holder Subscription Form (with
accompanying IRS Form W-9 or appropriate IRS Form W-8, as
applicable) and payment directly to the Subscription Agent on or
before the Subscription Expiration Deadline.
(e) In the event that funds received by the Subscription Agent
in payment for such Noteholder’s Subscribed Shares are less than
the Purchase Price for the Subscribed Shares of such Noteholder,
the number of Subscribed Shares deemed to be purchased by the
Noteholder will be the lesser of (i) the number of Subscribed
Shares elected to be purchased by such Noteholder as evidenced by
the relevant ATOP submission(s) and (ii) a number determined by
dividing the amount of such funds received by the Purchase Price,
in each case up to such Noteholder’s Pro Rata Share of Offered
Shares. For the avoidance of doubt, the principal amount(s) of
underlying Notes held by a Noteholder that is electronically
delivered through ATOP will control, regardless of the principal
amount(s) reflected on the Beneficial Holder Subscription Form, for
purposes of making any Rights calculations or otherwise.
(f) The payments of cash made in accordance with the Rights
Offering will be deposited and held by the Subscription Agent in a
segregated bank account established by the Subscription Agent for
this purpose, until disbursed to the Company in connection with the
settlement of the Rights Offering on the Effective Date or returned
to subscribing Noteholders as provided in Section 7. The
Subscription Agent may not use such funds for any other purpose
prior to such Effective Date and may not encumber or permit such
funds to be encumbered with any lien or similar encumbrance. Such
funds held in the segregated bank account or otherwise by the
Subscription Agent shall not be deemed part of the Debtors’
bankruptcy estate.
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6. Transfer Restriction; Revocation
(a) The Rights will not be detachable or otherwise transferable
separately from the Notes. If any Rights are transferred by a
Noteholder in contravention of the foregoing, the Rights will be
cancelled, and neither such Noteholder nor the purported transferee
will receive any Offered Shares otherwise purchasable on account of
such transferred Rights.
(b) The Rights together with the underlying Notes with respect
to which such Rights were allocated, will trade together as a unit,
subject to such limitations, if any, that would be applicable to
the transferability of the underlying Notes.
(c) Once a Noteholder has properly exercised its Rights, subject
to the terms and conditions contained in these Rights Offering
Procedures and the Equity Backstop Agreement in the case of any
Equity Backstop Party, such exercise will be irrevocable. Moreover,
following the exercise of any Rights, the Holder thereof shall be
prohibited from transferring or assigning the Notes, as applicable,
corresponding to such Rights until the termination of the Rights
Offering.
7. Termination/Return of Payment
Unless the Effective Date has occurred, the Rights Offering will
be deemed automatically terminated without any action of any party
upon the earlier of (i) revocation of the Plan or rejection of the
Plan by all classes entitled to vote, (ii) termination of the
Restructuring Support Agreement (as defined in the Equity Backstop
Agreement) in accordance with its terms, (iii) termination of the
Equity Backstop Agreement in accordance with its terms, and (iv)
September 5, 2019, if the closing of the Rights Offering has not
occurred on or prior to that date, which may be extended by the
Debtors with the consent of the Required Consenting Noteholders. If
the Rights Offering is terminated, any cash paid to the
Subscription Agent will be returned, without interest, and all
deposited Notes shall be released by the Subscription Agent, to the
applicable Noteholder as soon as reasonably practicable thereafter,
but in any event within six (6) Business Days after the date on
which the Rights Offering is terminated.
If the number of Oversubscription Shares issuable to the
Oversubscription Participants is less than the aggregate number of
Offered Shares for which Oversubscription Participants have duly
subscribed, then the Purchase Price paid for Oversubscription
Shares that are subscribed for but not issued will be returned,
without interest, to the Oversubscription Participants as soon as
reasonably practicable thereafter, but in any event within six (6)
Business Days after the Effective Date.
8. Settlement of the Rights Offering and Distribution of the
Subscribed Shares
The settlement of the Rights Offering is conditioned on
confirmation of the Plan by the Bankruptcy Court, compliance by the
Debtors with these Rights Offering Procedures, satisfaction of the
conditions precedent set forth in the Equity Backstop Agreement and
the simultaneous occurrence of the Effective Date. The Debtors
intend that the Subscribed Shares will be issued in book-entry form
in accordance with the practices and procedures of DTC, and that
DTC, or its nominee, will be the holder of record of such
Subscribed Shares. The Company will cause the Subscribed Shares to
be credited to the accounts at DTC through which the respective
Noteholders or Nominees, as applicable, held the Notes underlying
the applicable Allowed Notes Claims (as evidenced by the
Noteholder’s ATOP submission), and, for Notes held through
Nominees, the
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Nominees will arrange for the credit of the Subscribed Shares to
the individual accounts of the applicable Noteholders. For
Registered Holders, the Subscription Agent will obtain delivery
instructions directly from Registered Holders that participate in
the Rights Offering.
If for any reason the Subscribed Shares cannot be issued in
book-entry form in accordance with the practices and procedures of
DTC, the Subscribed Shares will be issued and registered in the
name of the subscribing Noteholders on the books and records of the
applicable transfer agent of the Subscribed Shares, subject to the
terms of the Plan and applicable law, including compliance with
section 1145 of the Bankruptcy Code. After the initial issuance of
the Subscribed Shares, however, Noteholders may freely transfer
such Subscribed Shares in accordance with the procedures of the
applicable transfer agent.
9. Fractional Subscribed Shares
No fractional Rights or shares will be issued in the Rights
Offering. All share allocations (including each Noteholder’s
Subscribed Shares) will be calculated and rounded down to the
nearest whole share. No compensation shall be paid, whether in cash
or otherwise, in respect of any rounded-down amounts.
10. Validity of Exercise of Rights
All questions concerning the timeliness, viability, form, and
eligibility of any exercise of Rights (including each Noteholder’s
Subscribed Shares) will be determined in good faith by the Debtors
in consultation with the Required Consenting Noteholders and if
necessary, subject to a final and binding determination by the
Bankruptcy Court. The Debtors, with the consent of the Required
Consenting Noteholders, may waive any defect or irregularity, or
permit a defect or irregularity to be corrected within such time as
they may determine in good faith, or reject the purported exercise
of any Rights. Beneficial Holder Subscription Forms will be deemed
not to have been received or accepted until all irregularities have
been waived or cured within such time as the Debtors determine in
good faith and with the consent of the Required Consenting
Noteholders. In addition, the Debtors, with the consent of the
Required Consenting Noteholders, may permit any such defect or
irregularity to be cured within such time as they may determine in
good faith to be appropriate.
For the avoidance of doubt and notwithstanding the above, the
Debtor and its agents are not required to inform parties of any
defect or irregularity with their submission of documents or
payments and may reject such submissions without previously
notifying the party prior to such rejection. Additionally, each
such irregularity or defect if reviewed, will be done so on an
individual submission basis.
Before exercising any Rights, Noteholders should read the
Disclosure Statement and the Plan for information relating to the
Debtors and risk factors to be considered.
11. Modification of Procedures
The Debtors reserve the right, with the consent of the Required
Consenting Noteholders, to modify or adopt additional procedures
consistent with the provisions of these Rights Offering Procedures
to effectuate the Rights Offering and to issue the Subscribed
Shares; provided, however, that the Debtors shall provide prompt
written notice to each Noteholder (which may be
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through such Noteholder’s applicable Nominee) of any material
modification to these Rights Offering Procedures made after the
commencement of the Rights Offering, which such notice may be
provided through posting such notice on the Subscription Agent’s
website at https://cases.primeclerk.com/hexionsubscription. In so
doing, the Debtors, with the consent of the Required Consenting
Noteholders, may execute and enter into agreements and take further
action that the Debtors determine in good faith are necessary and
appropriate to effect and implement the Rights Offering and the
issuance of the Subscribed Shares.
12. DTC
Some or all of the Notes are held in book-entry form in
accordance with the practices and procedures of the DTC. The
Debtors intend to comply with the practices and procedures of DTC
for the purpose of conducting the Rights Offering, and, subject to
compliance with Section 11 hereof, these Rights Offering Procedures
will be deemed appropriately modified to achieve such
compliance.
Without limiting the foregoing, the Company intends that, to the
extent practicable, the Offered Shares will be issued in book entry
form, except with respect to persons that may be deemed
underwriters under section 1145(b) of the Bankruptcy Code (who are
obligated to make themselves known to the Company), and that DTC,
or its nominee, will be the holder of record of such Offered
Shares. The ownership interest of each Holder of such Offered
Shares, and transfers of ownership interests therein, is expected
to be recorded on the records of the direct and indirect
participants in DTC. It is expected that all Subscribed Shares will
be allocated to exercising Noteholders through DTC, along with the
related distribution of New Common Equity, on or as soon as
practicable after the Effective Date. To the extent the Offered
Shares are not eligible to be held through DTC, the Offered Shares
will be allocated to Noteholders based on the information provided
in Item 8 on the Beneficial Holder Subscription Form.
13. Inquiries and Transmittal of Documents; Subscription
Agent
The Rights Offering Instructions should be carefully read and
strictly followed.
Questions relating to the Rights Offering should be directed to
the Subscription Agent at the following phone number or email
address: +1 (844) 627-8452 (domestic toll-free) or +1 (347)
292-4080 (for international calls) or
[email protected]. To obtain copies of the
documents, please visit
https://cases.primeclerk.com/hexionsubscription.
The risk of non-delivery of all documents and payments to the
Subscription Agent and any Nominee is on the Noteholder electing to
exercise its Rights and not the Debtors or the Subscription
Agent.
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Registered Holders and Nominees (or Noteholders that are
instructed by their Nominees to return the Beneficial Holder
Subscription Form directly to the Subscription Agent) must return
the Beneficial Holder Subscription Form and the appropriate IRS tax
form by no later than the Subscription Expiration Deadline to the
following:
Hexion Rights Offering c/o Prime Clerk LLC
One Grand Central Place 60 East 42nd Street, Suite 1440
New York, NY 10165 Email: [email protected]
All documents relating to the Rights Offering are available from
the Subscription Agent at
this address. In addition, these documents, together with all
filing made with the Court by the Debtors, are available free of
charge from the Debtors’ restructuring website at
http://www.omnimgt.com/HexionRestructuring.
Only choose one method of return. If you choose to return the
applicable documents via
email, do not follow up with hard copies.
14. Equity Backstop Agreement
The Debtors are party to that certain Equity Backstop Commitment
Agreement (the “Equity Backstop Agreement”) dated April 25, 2019
with the Equity Backstop Parties. In the event of any conflict
between these Rights Offering Procedures and the terms of the
Equity Backstop Agreement, the terms of the Equity Backstop
Agreement will control.
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HEXION RIGHTS OFFERING INSTRUCTIONS
Terms used and not defined herein shall have the meaning
assigned to them in the Plan.
To elect to participate in the Rights Offering, you must follow
the instructions set out below:
1. Insert the principal amount of your Notes that you hold in
Item 1 of your Beneficial Holder Subscription Form. If your Nominee
holds the Notes issued by the Debtors on your behalf and you do not
know the principal amount, please contact your Nominee immediately.
Please note that the principal amount of your Notes electronically
delivered by your Nominee through ATOP will control for all
purposes to the extent of any discrepancies.
2. Complete the calculation in Item 1a-1k of your Beneficial
Holder Subscription Form, which calculates your Maximum
Participation Amount (i.e., the maximum amount of Offered Shares,
not including Oversubscription Shares, you are entitled to purchase
in the Rights Offering). Such amount must be rounded down to the
nearest whole share.
3. Complete the calculation in Item 2a-2k of your Beneficial
Holder Subscription Form, which calculates the Purchase Price for
the amount of Offered Shares, not including any Oversubscription
Shares, which you elect to purchase.
4. Complete the calculation in Item 3 of your Beneficial Holder
Subscription Form if you are subscribing for Oversubscription
Shares, which calculates the Purchase Price for the amount of
Oversubscription Shares which you elect to purchase.
5. Complete the calculation in Item 4 of your Beneficial Holder
Subscription Form, which calculates the Purchase Price for the
amount of Offered Shares, including Oversubscription Shares, which
you elect to purchase. If you do not wish to purchase all of the
Offered Shares to which you are entitled, you must provide
instructions to your Nominee to submit ONLY the relevant portion of
your Notes into the ATOP system (as reflected in Item 5 of your
Beneficial Holder Subscription Form). For example, if you only wish
to subscribe for 50% of your Notes, then submit, or request that
your Nominee submit, only 50% of your Notes through ATOP.
Registered Holders will be prohibited from trading only the portion
of their underlying Notes on account of Rights for which they wish
to subscribe.
6. Read Item 6 of your Beneficial Holder Subscription Form.
7. Read, complete and sign the certification in Item 7 of your
Beneficial Holder Subscription Form and all other requested
information in the remaining items.
8. Read, complete and sign an IRS Form W-9 if you are a U.S.
person. If you are a non-U.S. person, read, complete and sign an
appropriate IRS Form IRS Form W-8. These forms may be obtained from
the IRS at its website: www.irs.gov.
9. Instruct your Nominee to electronically deliver via ATOP your
Notes to the Subscription Agent by the Subscription Expiration
Deadline. This requirement does not apply to Registered
Holders.
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10. Return your signed Beneficial Holder Subscription Form (with
accompanying IRS Form W-9 or appropriate IRS Form W-8, as
applicable) to the Subscription Agent prior to the Subscription
Expiration Deadline or to your Nominee in sufficient time to allow
your Nominee to process your instructions and prepare and deliver
your Beneficial Holder Subscription Form to the Subscription Agent
(or otherwise follow the instructions of your Nominee) prior to the
Subscription Expiration Deadline.
11. Arrange for full payment of the Purchase Price in
immediately available funds, calculated in accordance with Item 4
of your Beneficial Holder Subscription Form. A Noteholder who is
not an Equity Backstop Party should follow the payment instructions
as provided in Item 6 of the Beneficial Holder Subscription Form.
Any Equity Backstop Party should follow the payment instructions
that will be provided in the Funding Notice, except to the extent
of any Purchase Price previously paid by such Equity Backstop Party
to the Subscription Agent or the Escrow Account in accordance with
the terms of the Equity Backstop Agreement.
12. For Equity Backstop Parties ONLY, confirm that you are an
Equity Backstop Party by checking the appropriate box in Item 7 of
your Beneficial Holder Subscription Form, so that the Nominee will
receive confirmation that payment does not have to be made prior to
the Subscription Expiration Deadline. (This instruction is only for
Equity Backstop Parties).
The Subscription Expiration Deadline is 5:00 p.m. (Prevailing
Eastern Time) on June 14, 2019.
Beneficial Holder Subscription Forms (with accompanying IRS Form
W-9 or appropriate IRS Form W-8, as applicable) must be received by
the Subscription Agent and the underlying Notes must be delivered
through ATOP to the Subscription Agent (except with respect to
Registered Holders) by the Subscription Expiration Deadline or the
subscription represented by your Beneficial Holder Subscription
Form will not be recognized, and the associated Rights will be
deemed forever relinquished and waived.
If you hold your Notes through a Nominee, please note that,
unless otherwise directed by your Nominee, the Beneficial Holder
Subscription Form (with accompanying IRS Form W-9 or appropriate
IRS Form W-8, as applicable) must be received by your Nominee in
sufficient time to allow such Nominee to process and deliver your
underlying Notes through ATOP to the Subscription Agent by the
Subscription Expiration Deadline or the subscription represented by
your Beneficial Holder Subscription Form will not be recognized,
and the associated Rights will be deemed forever relinquished and
waived
Further, the full payment of the Purchase Price by Noteholders
who are not Equity Backstop Parties must be received by the
Subscription Agent by the Subscription Expiration Deadline or the
subscription represented by your Beneficial Holder Subscription
Form will not be recognized, and the associated Rights will be
deemed forever relinquished and waived.
Noteholders that are Equity Backstop Parties must deliver the
Purchase Price for their Subscribed Shares directly to the
Subscription Agent or to the Escrow Account, as
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 23 of
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applicable, pursuant to the Funding Notice (except to the extent
of any funding amounts previously provided by any such Noteholders
to the Subscription Agent or the Escrow Account in accordance with
the terms of the Equity Backstop Agreement) no later than the
Backstop Funding Deadline.
Questions relating to the Rights Offering should be directed to
the Subscription Agent at the following phone number or email
address: +1 (844) 627-8452 (domestic toll-free) or +1 (347)
292-4080 (for international calls) or
[email protected]. To obtain copies of the
documents, please visit
https://cases.primeclerk.com/hexionsubscription.
Registered Holders and Nominees (or Noteholders that are
instructed by their Nominees to return the Beneficial Holder
Subscription Form directly to the Subscription Agent) must return
the Beneficial Holder Subscription Form and the appropriate IRS tax
form by no later than the Subscription Expiration Deadline to the
following:
Hexion Rights Offering c/o Prime Clerk LLC
One Grand Central Place 60 East 42nd Street, Suite 1440
New York, NY 10165 Email: [email protected]
Only choose one method of return. If you choose to return the
applicable documents via
email, do not follow up with hard copies.
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Annex 1
Beneficial Holder Subscription Form
[Beneficial Holder Subscription Form provided as a separate
document.]
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 25 of
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Exhibit D
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 26 of 50
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HEXION RIGHTS OFFERING
BENEFICIAL HOLDER SUBSCRIPTION FORM
FOR USE BY NOTEHOLDERS IN CONNECTION WITH DEBTORS’
PROPOSED CONFIRMATION OF THE PLAN AND THE RELATED
DISCLOSURE STATEMENT DATED MAY 22, 2019
SUBSCRIPTION EXPIRATION DEADLINE
The Subscription Expiration Deadline is 5:00 p.m. (Prevailing
Eastern Time) on June 14, 2019.
Equity Backstop Parties must deliver the appropriate funding
amounts directly to the Subscription Agent or the Escrow Account,
as applicable (except to the extent of any funding amounts
previously provided by any such Equity Backstop Party to the
Subscription Agent or the Escrow Account in accordance with the
terms of the Equity Backstop Agreement), no later than the deadline
specified in the Funding Notice (the “Backstop Funding
Deadline”).
If you are a Registered Holder, your duly completed and executed
Beneficial Holder Subscription Form (with accompanying IRS Form W-9
or appropriate IRS Form W-8, as applicable) must be received by the
Subscription Agent by the Subscription Expiration Deadline or the
subscription represented by your Beneficial Holder Subscription
Form will not be recognized and will be deemed forever relinquished
and waived.
If you hold your Notes through a Nominee, your duly completed
and executed Beneficial Holder Subscription Form (with accompanying
IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be
received by your Nominee (or as otherwise directed by your Nominee)
in sufficient time to allow such Nominee to deliver your underlying
Notes through ATOP and your Beneficial Holder Subscription Form to
the Subscription Agent by the Subscription Expiration Deadline or
the subscription represented by your Beneficial Holder Subscription
Form will not be recognized and will be deemed forever relinquished
and waived.
Further, you must complete (or otherwise coordinate for the
completion of) a wire transfer of the Purchase Price to the
Subscription Agent in accordance with the wire instructions by the
Subscription Expiration Deadline, or in accordance with the
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 27 of
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Funding Notice if you are an Equity Backstop Party, or the
subscription represented by your Beneficial Holder Subscription
Form will not be recognized and will be deemed forever relinquished
and waived.
The Offered Shares are being distributed and issued by the
Debtors without registration under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance upon the exemption
provided in section 1145 of the Bankruptcy Code. None of the
Offered Shares have been registered under the Securities Act, nor
any state or local law requiring registration for offer or sale of
a security.
Please consult the Plan and the Rights Offering Procedures for
additional information with respect to this Beneficial Holder
Subscription Form. Any terms capitalized but not defined herein
shall have the meaning as set forth in the Plan.
Each Noteholder is entitled to subscribe for its Pro Rata Share
of Offered Shares. The maximum number of shares of Offered Shares
for which a Noteholder is entitled to subscribe (calculated based
on the principal amount of underlying Notes electronically
delivered via ATOP), not including any Oversubscription Shares, is
referred to as the “Maximum Participation Amount.”
In addition, each Noteholder that has subscribed for its Maximum
Participation Amount may, but is not required to, subscribe for and
purchase Oversubscription Shares up to an amount of
Oversubscription Shares equal to its Maximum Participation
Amount.
If the actual number of Oversubscription Shares is less than the
aggregate number of Oversubscription Shares for which Noteholders
have duly subscribed, then the number of Oversubscription Shares
that each such Noteholder will receive will be reduced pro rata in
proportion to the ratio of (x) the actual number of
Oversubscription Shares to (y) the number of Oversubscription
Shares subscribed for by all Noteholders in the aggregate, and the
Purchase Price paid for Oversubscription Shares that are subscribed
for but not issued will be returned as soon as practicable
following the Subscription Expiration Deadline and finalization of
the results of the Rights Offering.
To subscribe, fill out all Items below (unless marked as
optional).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Item 1. Amount of Notes and Calculation of Maximum Number of
Offered Shares (not including Oversubscription Shares)
The undersigned Noteholder certifies that it is a beneficial
Holder of Notes in the following principal amount and that the
person executing this form is an authorized signatory of that
beneficial Holder. For purposes of this Beneficial Holder
Subscription Form, do not adjust the principal (face) amount for
any accrued or unmatured interest. The amounts below must
correspond to the principal amounts of Notes that your Nominee
electronically delivers via ATOP or, with respect to Registered
Holders, the principal amounts reflected on the register of the
applicable indenture trustee (if there is a discrepancy between
Item 1 and the amount delivered via ATOP or on the indenture
trustee’s register, ATOP or such register, as applicable, shall
control). (If a Nominee holds your Notes on your behalf and you do
not know the principal amount, please contact your Nominee
immediately).
IMPORTANT NOTE: IF YOU HOLD YOUR NOTES THROUGH MORE THAN ONE
NOMINEE, YOU MUST COMPLETE AND RETURN A SEPARATE BENEFICIAL HOLDER
SUBSCRIPTION FORM TO EACH APPLICABLE NOMINEE. YOU MAY NOT AGGREGATE
POSITIONS HELD BY DIFFERENT NOMINEES ON A SINGLE BENEFICIAL HOLDER
SUBSCRIPTION FORM.
[Insert principal amount of Notes electronically delivered
through ATOP (or, for Registered Holders, reflected on the
applicable indenture trustee’s register) and calculate Maximum
Number of Offered Shares for each CUSIP held]
If you own the following Notes:
CUSIP/ISIN Principal Amount delivered via ATOP or
reflected on the applicable indenture trustee’s
register
Rights Factor The Maximum Number of Offered Shares is:
6.625% first lien notes due 2020
428302 AA1 /
US428302AA14 $______________________ x 0.006884432 =
_____________
Item 1a
(Round down to the nearest whole share)
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If you own the following Notes:
CUSIP/ISIN Principal Amount delivered via ATOP or
reflected on the applicable indenture trustee’s
register
Rights Factor The Maximum Number of Offered Shares is:
6.625% first lien notes due 2020
428302 AD5 /
US428302AD52 $______________________ x 0.006884432 =
_____________
Item 1b
(Round down to the nearest whole share)
6.625% first lien notes due 2020
U43218 AB9 /
USU43218AB99 $______________________ x 0.006884432 =
_____________
Item 1c
(Round down to the nearest whole share)
10.000% first lien notes due 2020
42829LAC8 /
US42829LAC81 $______________________ x 0.007042852 =
_____________
Item 1d
(Round down to the nearest whole share)
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 30 of
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If you own the following Notes:
CUSIP/ISIN Principal Amount delivered via ATOP or
reflected on the applicable indenture trustee’s
register
Rights Factor The Maximum Number of Offered Shares is:
10.375% first lien notes due 2022
42829L AD6 /
US42829LAD64 $______________________ x 0.006859644 =
_____________
Item 1e
(Round down to the nearest whole share)
10.375% first lien notes due 2022
U4321L AB0 /
USU4321LAB00 $______________________ x 0.006859644 =
_____________
Item 1f
(Round down to the nearest whole share)
13.750% 1.5 lien notes due 2022
42829L AE4 /
US42829LAE48 $______________________ x 0.005965126 =
_____________
Item 1g
(Round down to the nearest whole share)
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 31 of
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If you own the following Notes:
CUSIP/ISIN Principal Amount delivered via ATOP or
reflected on the applicable indenture trustee’s
register
Rights Factor The Maximum Number of Offered Shares is:
13.750% 1.5 lien notes due 2022
U4321L AC8 /
USU4321LAC82 $______________________ x 0.005965126 =
_____________
Item 1h
(Round down to the nearest whole share)
9.000% second lien notes due 2020
428303 AM3 / US428303AM35 $______________________ x 0.006029759
=
_____________
Item 1i
(Round down to the nearest whole share)
9.200% unsecured debentures due 2021
099599 AH5 /
US099599AH59 $______________________ x 0.005855332 =
_____________
Item 1j
(Round down to the nearest whole share)
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 32 of
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If you own the following Notes:
CUSIP/ISIN Principal Amount delivered via ATOP or
reflected on the applicable indenture trustee’s
register
Rights Factor The Maximum Number of Offered Shares is:
7.875% unsecured debentures due 2023
099599 AJ1 /
US099599AJ16 $______________________ x 0.005890168 =
_____________
Item 1k
(Round down to the nearest whole share)
Total Maximum Participation Amount (Total of Items 1a-1k):
(THIS IS ALSO THE MAXIMUM NUMBER OF OVERSUBSCRIPTION
SHARES YOU MAY ELECT TO PURCHASE IN ITEM 3 BELOW)
______________
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Item 2. Purchase Price for Offered Shares
By filling in the following blanks, you are subscribing for the
number of Offered Shares specified below (specify a number of
Offered Shares, which is not greater than the Maximum Participation
Amount calculated in Item 1 above), on the terms and subject to the
conditions set forth in the Plan and the Rights Offering
Procedures.
2a
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1a above)
x $13.00 =
$_________________________
Item 2a – Purchase Price
2b
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1b above)
x $13.00 =
$_________________________
Item 2b – Purchase Price
2c
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1c above)
x $13.00 =
$_________________________
Item 2c – Purchase Price
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 34 of
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2d
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1d above)
x $13.00 =
$_________________________
Item 2d – Purchase Price
2e
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1e above)
x $13.00 =
$_________________________
Item 2e – Purchase Price
2f
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1f above)
x $13.00 =
$_________________________
Item 2f – Purchase Price
SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 35 of
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2g ________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1g above)
x $13.00 = $_________________________
Item 2g – Purchase Price
2h _______________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1h above)
x $13.00 = $_________________________
Item 2h – Purchase Price
2i ________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1i above)
x $13.00 = $_________________________
Item 2i – Purchase Price
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2j
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1j above)
x $13.00 =
$_________________________
Item 2j – Purchase Price
2k
________________________
(Insert number of Offered Shares you elect to purchase – not to
exceed the
amount in Item 1k above)
x $13.00 =
$_________________________
Item 2k – Purchase Price
Total Offered Shares Electing to Purchase:
_______________________
(Indicate total number of Offered Shares you elect to
purchase from Items 2a-2k in each row above)
Total Purchase Price for Offered Shares
(insert in Item 4 below:
$___________________________
(Indicate total Purchase Price of Offered Shares you elect to
purchase by adding Items 2a-2k in each row
above)
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Item 3. Oversubscription Shares Exercise Amount (Optional). By
filling in the following blanks, you are subscribing for the number
of Oversubscription Shares specified below (specify a
number of Oversubscription Shares, which is not greater than the
Maximum Participation Amount calculated in Item 2 above), on the
terms of and subject to the conditions set forth in the Plan and
Rights Offering Procedures.
_____________________________
(Indicate total number of Oversubscription Shares you elect to
purchase)
X $13.00
=
$_________________________
Purchase Price of Oversubscription Shares
(Insert in Item 4 below)
Item 4. Purchase Price. (Required). Calculate the Purchase Price
for all your Subscribed Shares by adding the total purchase price
from each of Item 2 and Item 3 (if any).
$_____________________ (Purchase Price of Offered Shares
from Item 2)
+
$______________________ (Purchase Price of
Oversubscription Shares from Item 3, if any)
= $______________________
(Purchase Price for Subscribed Shares)
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Item 5. Principal Amount and Nominee/ DTC Information. Holders
electing to participate in the Rights Offering must electronically
deliver their applicable underlying Notes via DTC’s Automated
Tender Offer Program (“ATOP”) or your applicable depository. THIS
SECTION DOES NOT APPLY TO REGISTERED HOLDERS. IF YOU HAVE ANY
QUESTIONS REGARDING WHETHER YOU ARE A REGISTERD HOLDER, PLEASE
CONTACT THE SUBSCRIPTION AGENT FOR FURTHER INFORMATION.
The undersigned hereby certifies that the undersigned has
electronically delivered their underlying Notes via DTC’s ATOP
system in the following principal amount(s). (Noteholders must
coordinate with their Nominee to tender their Notes in order to
obtain the DTC ATOP Confirmation Number from their Nominee, as
applicable, to complete this table prior to returning this
Beneficial Holder Subscription Form):
CUSIP/ISIN Principal Amount Tendered
DTC ATOP Confirmation Number
Euroclear or Clearstream Ref
Number
Nominee Holding Position at DTC,
or Other Applicable Depository
428302 AA1 / US428302AA14
$
428302 AD5 / US428302AD52
$
U43218 AB9 / USU43218AB99
$
42829LAC8 / US42829LAC81
$
42829L AD6 / US42829LAD64
$
U4321L AB0 / USU4321LAB00
$
42829L AE4 / US42829LAE48
$
U4321L AC8 / USU4321LAC82
$
428303 AM3 / US428303AM35
$
099599 AH5 / US099599AH59
$
099599 AJ1 / US099599AJ16
SRF 33162
$
Case 19-10684-KG Doc 462 Filed 05/28/19 Page 39 of 50
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Item 6. Payment and Delivery Instructions
Payment of the Purchase Price calculated pursuant to Item 4
above shall be made by wire transfer ONLY of immediately available
funds.
YOUR BENEFICIAL HOLDER SUBSCRIPTION FORM (WITH ACCOMPANYING IRS
FORM W-9 OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MUST BE
RECEIVED BY THE SUBSCRIPTION AGENT AND THE UNDERLYING NOTES MUST BE
DELIVERED THROUGH ATOP TO THE SUBSCRIPTION AGENT (EXCEPT FOR
REGISTERED HOLDERS ONLY) BY THE SUBSCRIPTION EXPIRATION DEADLINE OR
THE SUBSCRIPTION REPRESENTED BY YOUR BENEFICIAL HOLDER SUBSCRIPTION
FORM WILL NOT BE RECOGNIZED, AND THE ASSOCIATED RIGHTS WILL BE
DEEMED FOREVER RELINQUISHED AND WAIVED.
IF YOU HOLD YOUR NOTES THROUGH A NOMINEE, PLEASE NOTE THAT,
UNLESS OTHERWISE DIRECTED BY YOUR NOMINEE, THE BENEFICIAL HOLDER
SUBSCRIPTION FORM (WITH ACCOMPANYING IRS FORM W-9 OR APPROPRIATE
IRS FORM W-8, AS APPLICABLE) MUST BE RECEIVED BY YOUR NOMINEE IN
SUFFICIENT TIME TO ALLOW SUCH NOMINEE TO PROCESS AND DELIVER YOUR
UNDERLYING NOTES THROUGH ATOP TO THE SUBSCRIPTION AGENT BY THE
SUBSCRIPTION EXPIRATION DEADLINE OR THE SUBSCRIPTION REPRESENTED BY
YOUR BENEFICIAL HOLDER SUBSCRIPTION FORM WILL NOT BE RECOGNIZED,
AND THE ASSOCIATED RIGHTS WILL BE DEEMED FOREVER RELINQUISHED AND
WAIVED.
NOTEHOLDERS WHO ARE NOT EQUITY BACKSTOP PARTIES MUST DELIVER
FULL PAYMENT OF THE PURCHASE PRICE SO AS TO BE RECEIVED BY THE
SUBSCRIPTION AGENT BY THE SUBSCRIPTION EXPIRATION DEADLINE OR THE
SUBSCRIPTION REPRESENTED BY SUCH NOTEHOLDER’S BENEFICIAL HOLDER
SUBSCRIPTION FORM WILL NOT BE RECOGNIZED, AND THE ASSOCIATED RIGHTS
WILL BE DEEMED FOREVER RELINQUISHED AND WAIVED.
NOTEHOLDERS WHO ARE EQUITY BACKSTOP PARTIES MUST DELIVER THE
PURCHASE PRICE IN ACCORDANCE WITH THE INSTRUCTIONS IN THE FUNDING
NOTICE.
Registered Holders and Nominees (or Noteholders that are
instructed by their Nominees to return the Beneficial Holder
Subscription Form directly to the Subscription Agent) must return
the Beneficial Holder Subscription Form and the appropriate IRS tax
form by no later than the Subscription Expiration Deadline to the
following:
Hexion Rights Offering c/o Prime Clerk LLC
One Grand Central Place 60 East 42nd Street, Suite 1440
New York, NY 10165 Email: [email protected]
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Only choose one method of return. If you choose to return the
applicable documents via email, do not follow up with hard
copies.
For Noteholders other than Equity Backstop Parties, payment of
the Purchase Price calculated in Item 4 above shall be made by wire
transfer ONLY in accordance with the following instructions:
U.S. Wire Instructions:
Account Name : Hexion Rights Offering Account
Bank Account No.: 9900000705
ABA/Routing No.: 084106768
Bank Name: Evolve Bank & Trust
Bank Address: 6070 Poplar Ave., Suite 100 Memphis, TN 38119
Reference: [Insert Form Number in memo field]1
International Wire Instructions:
Correspondent/Intermediary Bank SWIFT FRNAUS44
Correspondent/Intermediary Bank Name First National Banker’s
Bank
Correspondent/Intermediary Bank Address 7813 Office Park Blvd
Baton Rouge, LA 70809
Beneficiary Account Number 084106768
Beneficiary Name Evolve Bank & Trust
Beneficiary Address 6070 Poplar Ave, Suite 200 Memphis, TN
38119
Memo, Special Instructions, Originator to Beneficiary
Information, Bank to Bank Information
Credit: Hexion Rights Offering Account Account #: 9900000705
[Insert Form Number in memo field]
Please note that the failure to include the claimant name or
form number in the reference field of any domestic or international
wire payment may result in the rejection of the corresponding
rights offering submission. In addition, please also note that
payments cannot be aggregated, and one wire should be sent per
Beneficial Holder Subscription Form submission.
1 Upon submission of your Beneficial Holder Subscription Form,
the Subscription Agent will provide you with a form number that
must be included in the wire reference section.
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Item 7. Certification.
The undersigned Noteholder certifies that (i) as of the date
hereof, the undersigned is the beneficial Holder of the Notes set
forth in Item 1 above and will continue to be the beneficial owner
thereof through the Subscription Expiration Deadline, (ii) the
undersigned has received a copy of the Plan, the Disclosure
Statement, the Rights Offering Procedures and the Rights Offering
Instructions and (iii) the undersigned understands that the
exercise of its Rights under the Rights Offering is subject to all
the terms and conditions set forth in the Plan and the Rights
Offering Procedures.
For Noteholders who hold Notes through Nominees: By electing to
subscribe for the amount of Offered Shares designated under Item 2
above, the undersigned Noteholder is hereby instructing its Nominee
to arrange for delivery of its