Item 8.01. Other Events.

On December 20, 2021, Hexion Holdings Corporation (the "Company"), the indirect parent of Hexion Inc., issued a press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2021, by and among the Company, ASP Resins Intermediate Holdings, Inc., a Delaware corporation and an affiliate of American Securities LLC ("Parent"), and ASP Resins Merger Sub, Inc., a Delaware corporation ("Merger Sub"). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. On December 20, 2021, in connection with the Merger Agreement, the Company and Parent entered into support agreements with holders of a majority of the Company's outstanding shares of common stock, pursuant to which, among other things, and upon the terms and conditions set forth therein, such holders have agreed to vote their shares in favor of the approval and adoption of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





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 Hexion Inc.'s filings with the Securities and Exchange Commission (the "SEC"). While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the loss of, or difficulties with the further realization of, cost savings in connection with our strategic initiatives, the impact of our indebtedness, our failure to comply with financial covenants under our credit facilities or other debt, pricing actions by our competitors that could affect our operating margins, changes in governmental regulations and related compliance and litigation costs, uncertainties related to COVID-19 and the impact of our responses to it and the other factors listed in the Risk Factors section of Hexion Inc.'s SEC filings. For a more detailed discussion of these and other risk factors, see the Risk Factors section of Hexion Inc.'s most recent filings made with the SEC. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                               Description
99.1          News Release dated December 20, 2021 titled "Hexion Holdings to be
            Acquired by American Securities".

104         Cover Page Interactive Data File, formatted in Inline XBRL and included
            as Exhibit 104.

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