Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 24, 2022, the holders of approximately 64.32% of the outstanding
shares of common stock of Hexion Holdings Corporation, a Delaware corporation
(the "Company") and the indirect parent of Hexion Inc., delivered to the Company
a written consent (the "Written Consent") in accordance with the Delaware
General Corporation Law ("DGCL") whereby such holders approved and adopted that
certain Agreement and Plan of Merger, 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, and ASP Resins Merger
Sub, Inc., a Delaware corporation (the "Merger Agreement"), the merger and the
other transactions contemplated by the Merger Agreement. Under and subject to
the terms of the Merger Agreement, shareholders of the Company will be entitled
to receive $30.00 in cash for each share of common stock of the Company they
own.
Pursuant to the DGCL, an information statement will be sent or provided to the
stockholders of the Company as of January 24, 2022.
Item 8.01 Other Events.
On January 25, 2022, the Company issued a press release announcing receipt of
the Written Consent. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits
Exhibit No. Description
99.1 News Release dated January 25, 2022 titled "Hexion Holdings Stockholders
Approve Acquisition by Affiliates of American Securities LLC"
104 Cover Page Interactive Data File, formatted in Inline XBRL and included as
Exhibit 101.
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