HEXION HOLDINGS CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock of the Company ("Common Stock") that is outstanding immediately prior to
the Effective Time (other than dissenting shares and shares owned by the
Company, Buyer, Merger Sub or any direct or indirect wholly owned subsidiary of
Buyer or Merger Sub) will be converted into the right to receive
At or immediately prior to the Effective Time, each restricted stock unit
relating to shares of Common Stock (each, a "Company RSU"), other than the
Company PSUs (as defined below) that is then-outstanding under the
Any Company RSU and any Company RCU for which the number of shares of Common Stock underlying such award is determined based on the satisfaction of performance conditions (each, a "Company PSU" and "Company PCU," respectively, and together the "Performance Awards") will be deemed to have vested or been earned, as applicable, as follows:
(i) for Performance Awards granted in 2019, as if a VWAP (as defined in the
applicable award agreement) of $30.00 had been achieved; and
(ii) for Performance Awards granted in 2020 and 2021, at the applicable target
amount (100%).
At or immediately prior to the Effective Time, each outstanding Performance Award will be canceled in exchange for the right to receive, within 15 business days following the Effective Time, an amount in cash (without interest) equal to the product of the Merger Consideration and the number of vested or earned shares of Common Stock represented by such Performance Award.
Any dividends or dividend equivalents accrued but unpaid as of the Effective Time with respect to any of the foregoing awards will vest and be paid or distributed, as applicable, to the holder thereof within 15 business days following the Effective Time.
To the extent any outstanding warrant to acquire Common Stock is not exercised prior to the Effective Time, upon any subsequent exercise of any such warrant, the applicable holder shall have the right to receive, for each share of Common Stock that would have been issuable upon the exercise of such warrant immediately prior to the Effective Time, the Merger Consideration less the applicable exercise price.
Under the Merger Agreement, consummation of the Merger is subject to
satisfaction or waiver of certain customary closing conditions, including, among
others: (i) approval and adoption of the Merger Agreement by holders of a
majority of the outstanding shares of Common Stock; (ii) the expiration or
termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and any other approvals or
expirations of waiting periods under certain scheduled laws; and (iii) the
absence of any applicable law that prohibits or makes illegal the consummation
of the Merger. The consummation of the Merger is also conditioned on the closing
of the transaction contemplated by that certain Stock Purchase Agreement dated
as of
The Merger Agreement includes customary representations, warranties and covenants of the Company, Buyer and Merger Sub. Among other things, the Company has agreed to conduct its business in the ordinary course of business consistent with past practice in all material respects until the Merger is consummated (subject to certain exceptions).
In addition, subject to certain exceptions, the Company has agreed to covenants relating to (i) obtaining the required approval from the Company's stockholders of the Merger Agreement, (ii) the recommendation by the board of directors of the Company (the "Board") in favor of the adoption by the Company's stockholders of the Merger Agreement and (iii) non-solicitation obligations of the Company relating to alternative acquisition proposals. Under certain circumstances, the Board may change its recommendation to its stockholders with respect to the Merger in response to a superior proposal if the Board determines in good faith that the failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties.
The Merger Agreement contains certain provisions giving each of Buyer and the
Company rights to terminate the Merger Agreement under certain circumstances,
including the right for either Buyer or the Company to terminate the Merger
Agreement if the Merger has not been consummated on or before
The foregoing description of the Merger Agreement and the transactions and agreements contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company's public disclosures, as well as additional non-public information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Support Agreements
In connection with the Merger Agreement, on
The foregoing description of the Support Agreements is not purported to be complete and is subject to, and qualified in its entirety by, reference to the Support Agreements, a copy of the form of which is incorporated herein by reference and filed herewith as Exhibit 10.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking
statements within the meaning of and made pursuant to the safe harbor provisions
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, our management may
from time to time make oral forward-looking statements. All statements, other
than statements of historical facts, are forward-looking statements.
Forward-looking statements may be identified by the words "believe," "expect,"
"anticipate," "project," "might," "plan," "estimate," "may," "will," "could,"
"should," "seek" or "intend" and similar expressions. Forward-looking statements
reflect our current expectations and assumptions regarding our business, the
economy and other future events and conditions and are based on currently
available financial, economic and competitive data and our current business
plans. Actual results could vary materially depending on risks and uncertainties
that may affect our operations, markets, services, prices and other factors as
discussed in the Risk Factors section of
Item 9.01. Exhibits (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2021 , by and amongASP Resins Intermediate Holdings, Inc. ,ASP Resins Merger Sub, Inc. andHexion Holdings Corporation . 10.1 Form of Support Agreement, dated as ofDecember 20, 2021 , by and amongHexion Holdings Corporation ,ASP Resins Intermediate Holdings, Inc. and the other signatories thereto. 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 104.
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