HXN / - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Hexion Holdings Closes Transaction with American Securities

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Holdings Closes Transaction with American Securities COLUMBUS, Ohio ? (March 15, 2022) ? Hexion Holdings Corporation (?Hexion Holdings? or the ?Company?) today announced the closing of the acquisition of the Company by affiliates of American Securities LLC for $30.00 per share in cash. Hexion

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2022 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2022 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Holdings Completes Sale of Epoxy Businesses to Westlake Chemical

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Holdings Completes Sale of Epoxy Businesses to Westlake Chemical COLUMBUS, Ohio - (February 1, 2022) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that it has completed the sale of its epoxy-based Coatings and Composite businesses, which includes the epoxy specialty

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2022 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Inc. Announces Preliminary 2021 Results from Continuing Operations

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Preliminary 2021 Results from Continuing Operations COLUMBUS, Ohio - (January 26, 2022) - Hexion Inc. (?Hexion? or the ?Company?) today announced preliminary unaudited results for the year ended December 31, 2021. As previously announced, on November 24, 2021, Hexion entered int

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2022 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Holdings Stockholders Approve Acquisition by Affiliates of American Securities LLC

EX-99.1 2 exhibit991hexionstockholde.htm NEWS RELEASE Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Holdings Stockholders Approve Acquisition by Affiliates of American Securities LLC COLUMBUS, Ohio - (January 25, 2022) - Hexion Holdings Corporation (“Hexion Holdings” or the “Company”) today announced that stockholders holding approximatel

Agreement and Plan of Merger, dated as of December 20, 2021, by and among ASP Resins Intermediate Holdings, Inc., ASP Resins Merger Sub, Inc. and Hexion Holdings Corporation.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG Hexion HOLDINGS CORPORATION ASP RESINS INTERMEDIATE HOLDINGS, INC. ASP RESINS MERGER SUB, INC. Dated as of December 20, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions 2 Section 1.01 Definitions. 2 Section 1.02 Other Definitional and Interpretive Provisions 15 ARTICLE 2 The Merger 16 Section 2.01 The Merger. 16 Section 2.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Holdings to be Acquired by American Securities

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com News Release Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Holdings to be Acquired by American Securities COLUMBUS, Ohio ? December 20, 2021 ? Hexion Holdings Corporation (?Hexion Holdings? or the ?Company?) today announced that it has entered into a definitive agreement to be acquired by affiliates of American Securities LLC for $30.00 p

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Form of Support Agreement, dated as of December 20, 2021, by and among Hexion Holdings Corporation, ASP Resins Intermediate Holdings, Inc. and the other signatories thereto.

EX-10.1 3 dp163892ex1001.htm EXHIBIT 10.1 Exhibit 10.1 SUPPORT AGREEMENT SUPPORT AGREEMENT (this “Agreement”), dated as of December 20, 2021 by and among Hexion Holdings Corporation, a Delaware corporation (the “Company”), ASP Resins Intermediate, Inc., a Delaware corporation (“Buyer”) and the undersigned (“Supporting Holder”). All capitalized terms used but not defined herein shall have the meani

Hexion Inc.

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Holdings Announces Agreement to Sell Epoxy Businesses to Westlake Chemical Corporation COLUMBUS, Ohio - (November 24, 2021) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that as a result of its ongoing strategic review it has entered into a definitive agreement to s

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Inc. Announces Third Quarter 2021 Results

EX-99.1 2 exhibit991earningsrelease9.htm NEWS RELEASE . FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2021 Results Third Quarter 2021 Highlights •Net sales from continuing operations of $945 million, an increase of 49% compared with $634 million in the prior year period. •Net income of $49 million compared with a net loss of $94 million in the prior year period. •Segment EBITDA from co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXI

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Pro Forma Net Sales Successor Predecessor (in millions) Six Months Ended June 30, 2021 Year Ended December 31, 2020 July 2, 2019 to December 31, 2019 January 1, 2019 to July 1, 2019 Year Ended December 31, 2018 Adhesives $ 759 $ 1,168 $ 681 $ 746 $ 1

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com Hexion Pro Forma Operations Financial Results (amounts in millions) On September 29, 2021, Hexion Holdings Corporation (?Hexion Holdings? or the ?Company?), parent to Hexion Inc., announced its plan to separate into two independent companies (the "Spin"). To reflect certain pro forma financial results of the Spin, the Company prepared

Hexion Holdings Corporation Announces Plan to Separate into Two Independent Companies Hexion Holdings Corporation Plans to be Listed Publicly on the NYSE; Plans to Execute a Spinoff of its Coatings & Composites Businesses to Current Shareholders Crea

EX-99.1 2 exhibit991hexionholdingsco.htm NEWS RELEASE Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Holdings Corporation Announces Plan to Separate into Two Independent Companies Hexion Holdings Corporation Plans to be Listed Publicly on the NYSE; Plans to Execute a Spinoff of its Coatings & Composites Businesses to Current Shareholders C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION IN

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Hexion Inc. Announces Second Quarter 2021 Results

. FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2021 Results Second Quarter 2021 Highlights ?Net sales from continuing operations of $852 million, an increase of 59% compared with $535 million in the prior year period ?Net income of $38 million ?Segment EBITDA from continuing operations of $160 million compared to $56 million in the prior year period. Both periods reflect the treatmen

Hexion Inc. Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering This is an Important Step in Company’s Ongoing Strategic Review

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering This is an Important Step in Company?s Ongoing Strategic Review COLUMBUS, Ohio - (August 2, 2021) - Hexion Holdings Corporation (?Hexion Holdings?), the indirect parent of Hexion Inc. (t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

Barbara J. Edwards Elected to Hexion Holdings Corporation Board of Directors

Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Barbara J. Edwards Elected to Hexion Holdings Corporation Board of Directors COLUMBUS, Ohio - (May 21, 2021) - Hexion Holdings Corporation (?Hexion Holdings?), the indirect parent of Hexion Inc. (the ?Company?), today announced that Barbara Joanne Edwards was appointed a member of its Board of Direct

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Hexion Inc. Announces First Quarter 2021 Results

EX-99.1 2 exhibit991earningsrelease3.htm NEWS RELEASE . FOR IMMEDIATE RELEASE Hexion Inc. Announces First Quarter 2021 Results First Quarter 2021 Highlights •Net sales from continuing operations of $753 million, an increase of 10% compared with $687 million in the prior year period •Net income of $11 million •Segment EBITDA from continuing operations of $114 million compared to $73 million in the

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION I

Hexion Inc. Completes Sale of Phenolic Specialty Resins, Hexamine and European-based Forest Products Resins Businesses to Black Diamond and Investindustrial

EX-99.1 2 exhibit991saleoffusion4302.htm NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Completes Sale of Phenolic Specialty Resins, Hexamine and European-based Forest Products Resins Businesses to Black Diamond and Investindustrial COLUMBUS, Ohio - (April 30, 2021) - Hexion Inc. (“Hexion” or the “Company”) today announced that it has completed the sale of its Phenolic Specialty Resin, Hexamine an

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Hexion Holdings Corporation 2021 Incentive Compensation Plan

Exhibit 10.110 Hexion Holdings CORPORATION 2021 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1.I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

Hexion Inc. Announces Fourth Quarter 2020 Results

. FOR IMMEDIATE RELEASE Hexion Inc. Announces Fourth Quarter 2020 Results Fourth Quarter 2020 Highlights •Net sales from continuing operations of $655 million, an increase of 4% compared with $630 million in the prior year period •Loss from continuing operations, net of taxes of $37 million •Net loss of $35 million •Segment EBITDA from continuing operations of $74 million compared to $53 million i

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1.I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

List of Subsidiaries of Hexion Inc.

EX-21.1 3 exhibit211-subsidiariesoft.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2020 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2021 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Annual Report - ANNUAL REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION INC. (

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Net Sales as previously reported (1)(2): Successor Predecessor (in millions) July 2, 2019 to December 31, 2019 January 1, 2019 to July 1, 2019 Year Ended December 31, 2018 Adhesives $ 966 $ 1,060 $ 2,304 Coatings and Composites 630 718 1,493 Total $

EX-99.1 2 exhibit991updatedconti.htm EX-99.1 EXHIBIT 99.1 Hexion Continuing Operations Financial Results (amounts in millions) On September 27, 2020, Hexion Inc. (the "Company" or "Hexion") entered into a Purchase Agreement for the sale of phenolic specialty resins ("PSR"), Hexamine and European-based Forest Products Resins businesses (together with PSR, the “Held for Sale Business” or the “Busine

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Inc. Announces Third Quarter 2020 Results

Exhibit 99.1 . FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2020 Results Third Quarter 2020 Highlights •Entered into a definitive agreement to sell our Phenolic Specialty Resin, Hexamine and European-based Forest Products Resins businesses for approximately $425 million •Net sales from continuing operations of $634 million •Loss from continuing operations, net of taxes of $26 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXI

Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Lender Information Dated October 16, 2020

EXHIBIT 99.1 Lender Information Dated October 16, 2020 Key Statistics TTM 6/30/2020 Adj. net sales (1) $484mm TTM 6/30/2020 Adj. EBITDA (1) $55.7mm TTM 6/30/2020 Adj. EBITDA (1) 11.5% Customers served ~1100 Employees (2) ~930 Global manufacturing facilities (3) 11 (1) Includes pro forma adjustments to normalize the business and excludes financial impact of strategic toll customer with 2019A sales

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2020 HEXION INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number

Hexion Inc. Announces Return of Chairman, President and CEO from Medical Leave

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Return of Chairman, President and CEO from Medical Leave COLUMBUS, Ohio - (September 14, 2020) - Hexion Inc. (“Hexion” or the “Company”) today announced that Craig Rogerson, Chairman, President and Chief Executive Officer (“CEO”), has returned from medical leave effective today. “I’m pleased to return, and I’d like to acknowledge George Knig

Hexion Inc. Announces Second Quarter 2020 Results

EX-99.1 2 exhibit991earningsrele.htm NEWS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2020 Results Second Quarter 2020 Highlights •Net sales of $628 million •Net loss of $42 million •Segment EBITDA of $65 million •Liquidity of $479 million as of June 30, 2020 COLUMBUS, Ohio - (August 14, 2020) - Hexion Inc. (“Hexion” or the “Company”) today announced results for

Quarterly Report - QUARTERLY REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (

Hexion Holdings Corporation 2020 Incentive Compensation Plan

Exhibit 10.1 Hexion Holdings CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the “Plan”) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (“Hexion Holdings”) to reward associates of Hexion Inc. (“Hexion”) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial me

Hexion Holdings Corporation 2020 Incentive Compensation Plan

Exhibit 10.1 Hexion Holdings CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the “Plan”) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (“Hexion Holdings”) to reward associates of Hexion Inc. (“Hexion”) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial me

2019 RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 9, 2020 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this Agreeme

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT

Exhibit 10.2 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 9, 2020, is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this Agreement and not otherw

2019 RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 9, 2020 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this Agreeme

Quarterly Report - QUARTERLY REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION I

Hexion Holdings Corporation 2020 Incentive Compensation Plan

Exhibit 10.1 Hexion Holdings CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the “Plan”) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (“Hexion Holdings”) to reward associates of Hexion Inc. (“Hexion”) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial me

2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT

Exhibit 10.2 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 9, 2020, is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this Agreement and not otherw

2019 PERFORMANCE STOCK UNIT AWARD AGREEMENT

Exhibit 10.2 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 9, 2020, is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this Agreement and not otherw

Hexion Inc. Announces First Quarter 2020 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces First Quarter 2020 Results First Quarter 2020 Highlights • Net sales of $826 million • Net loss of $59 million • Segment EBITDA of $89 million • Liquidity of $440 million as of March 31, 2020 COLUMBUS, Ohio - (May 14, 2020) - Hexion Inc. (“Hexion” or the “Company”) today announced results for the first quarter ended March 31, 2020. “In the f

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Net Sales as previously reported(1): Successor Predecessor July 2, 2019 to December 31, 2019 January 1, 2019 to July 1, 2019 Year Ended December 31, 2018 2017 Forest Products Resins $ 710 $ 775 $ 1,682 $ 1,539 Epoxy, Phenolic and Coating Resins 886 1

EXHIBIT 99.1 Realignment of Hexion Reportable Segments in Fiscal Year 2020 As previously disclosed in the Hexion Inc. (the ?Company?) 2019 Annual Report on Form 10-K, effective in the first quarter of 2020, the Company changed its reportable segments around its two growth platforms: Adhesives; and Coatings and Composites, which consist of the following businesses: ? Adhesives: these businesses foc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 hexion8-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION INC. (

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

List of Subsidiaries of Hexion Inc.

EX-21.1 3 exhibit211.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2019 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Financ

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

List of Subsidiaries of Hexion Inc.

EX-21.1 3 exhibit211.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2019 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Financ

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen

Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results

FOR IMMEDIATE RELEASE Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results Fourth Quarter 2019 Highlights ? Net sales of $760 million ? Net loss of $46 million ? Segment EBITDA of $68 million ? Cash flow from operations of $199 million ? Liquidity of $610 million as of December 31, 2019 COLUMBUS, Ohio - (March 3, 2020) - Hexion Inc. (?Hexion? or the ?Company?) today announced results

Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results

FOR IMMEDIATE RELEASE Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results Fourth Quarter 2019 Highlights ? Net sales of $760 million ? Net loss of $46 million ? Segment EBITDA of $68 million ? Cash flow from operations of $199 million ? Liquidity of $610 million as of December 31, 2019 COLUMBUS, Ohio - (March 3, 2020) - Hexion Inc. (?Hexion? or the ?Company?) today announced results

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Hexion Holding LLC 2020 Incentive Compensation Plan

Exhibit 10.107 HEXION HOLDINGS CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial

List of Subsidiaries of Hexion Inc.

EX-21.1 3 exhibit211.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2019 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Financ

List of Subsidiaries of Hexion Inc.

EX-21.1 3 exhibit211.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2019 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Financ

Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results

FOR IMMEDIATE RELEASE Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results Fourth Quarter 2019 Highlights ? Net sales of $760 million ? Net loss of $46 million ? Segment EBITDA of $68 million ? Cash flow from operations of $199 million ? Liquidity of $610 million as of December 31, 2019 COLUMBUS, Ohio - (March 3, 2020) - Hexion Inc. (?Hexion? or the ?Company?) today announced results

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Hexion Holding LLC 2020 Incentive Compensation Plan

Exhibit 10.107 HEXION HOLDINGS CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial

Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results

FOR IMMEDIATE RELEASE Hexion Inc. Announces Fourth Quarter and Fiscal Year 2019 Results Fourth Quarter 2019 Highlights ? Net sales of $760 million ? Net loss of $46 million ? Segment EBITDA of $68 million ? Cash flow from operations of $199 million ? Liquidity of $610 million as of December 31, 2019 COLUMBUS, Ohio - (March 3, 2020) - Hexion Inc. (?Hexion? or the ?Company?) today announced results

Hexion Holding LLC 2020 Incentive Compensation Plan

Exhibit 10.107 HEXION HOLDINGS CORPORATION 2020 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings Corporation (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2020 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Hexion Holdings Corporation Announces $50 Million Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hexion Holdings Corporation Announces $50 Million Share Repurchase Program COLUMBUS, Ohio - (December 3, 2019) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that its Board of Directors authorized a share repurchase program of up to $50 million of the Company?s outstanding common shares. ?While the intent is to primarily deploy excess c

Hexion Holdings Corporation Announces $50 Million Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hexion Holdings Corporation Announces $50 Million Share Repurchase Program COLUMBUS, Ohio - (December 3, 2019) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that its Board of Directors authorized a share repurchase program of up to $50 million of the Company?s outstanding common shares. ?While the intent is to primarily deploy excess c

Hexion Holdings Corporation Announces $50 Million Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hexion Holdings Corporation Announces $50 Million Share Repurchase Program COLUMBUS, Ohio - (December 3, 2019) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that its Board of Directors authorized a share repurchase program of up to $50 million of the Company?s outstanding common shares. ?While the intent is to primarily deploy excess c

Hexion Holdings Corporation Announces $50 Million Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Hexion Holdings Corporation Announces $50 Million Share Repurchase Program COLUMBUS, Ohio - (December 3, 2019) - Hexion Holdings Corporation (?Hexion? or the ?Company?) today announced that its Board of Directors authorized a share repurchase program of up to $50 million of the Company?s outstanding common shares. ?While the intent is to primarily deploy excess c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Employment Agreement, by and between Hexion Inc. and Craig A. Rogerson

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), entered into as of July 1, 2019 (the ?Effective Date?), is made by and among, on the one hand, Craig Rogerson (the ?Executive?), and on the other hand, Hexion Inc., a New Jersey corporation (the ?Company?), and Hexion Holdings Corporation, the ultimate and indirect parent of the Company (the ?Parent?). RECITALS A. The

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement

EXHIBIT 10.4 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), effective as of September 9, 2019, is made by and between Hexion Holdings Corporation, a Delaware corporation (the ?Company?), and {FIRST NAME} {LAST NAME} (the ?Participant?). Capitalized terms used in this Agreement and not othe

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Performance Stock Unit Award Agreement

EXHIBIT 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of September 9, 2019 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this A

Employment Agreement, by and between Hexion Inc. and Craig A. Rogerson

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), entered into as of July 1, 2019 (the ?Effective Date?), is made by and among, on the one hand, Craig Rogerson (the ?Executive?), and on the other hand, Hexion Inc., a New Jersey corporation (the ?Company?), and Hexion Holdings Corporation, the ultimate and indirect parent of the Company (the ?Parent?). RECITALS A. The

Employment Agreement, by and between Hexion Inc. and Craig A. Rogerson

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), entered into as of July 1, 2019 (the ?Effective Date?), is made by and among, on the one hand, Craig Rogerson (the ?Executive?), and on the other hand, Hexion Inc., a New Jersey corporation (the ?Company?), and Hexion Holdings Corporation, the ultimate and indirect parent of the Company (the ?Parent?). RECITALS A. The

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Hexion Holdings Corporation 2019 Omnibus Incentive Plan

EXHIBIT 10.2 Hexion Holdings Corporation 2019 Omnibus Incentive Plan 1.Purpose. The Hexion Holdings Corporation 2019 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is intended to help Hexion Holdings Corporation, a Delaware corporation (including any successor thereto, the ?Company?), and its Affiliates (i) attract and retain key personnel by providing them the opportunity to ac

Hexion Holdings Corporation 2019 Omnibus Incentive Plan

EXHIBIT 10.2 Hexion Holdings Corporation 2019 Omnibus Incentive Plan 1.Purpose. The Hexion Holdings Corporation 2019 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is intended to help Hexion Holdings Corporation, a Delaware corporation (including any successor thereto, the ?Company?), and its Affiliates (i) attract and retain key personnel by providing them the opportunity to ac

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Hexion Holdings Corporation 2019 Omnibus Incentive Plan

EXHIBIT 10.2 Hexion Holdings Corporation 2019 Omnibus Incentive Plan 1.Purpose. The Hexion Holdings Corporation 2019 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is intended to help Hexion Holdings Corporation, a Delaware corporation (including any successor thereto, the ?Company?), and its Affiliates (i) attract and retain key personnel by providing them the opportunity to ac

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement

EXHIBIT 10.4 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), effective as of September 9, 2019, is made by and between Hexion Holdings Corporation, a Delaware corporation (the ?Company?), and {FIRST NAME} {LAST NAME} (the ?Participant?). Capitalized terms used in this Agreement and not othe

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Performance Stock Unit Award Agreement

EXHIBIT 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of September 9, 2019 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this A

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Performance Stock Unit Award Agreement

EXHIBIT 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of September 9, 2019 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this A

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 o TRANSITION REPORT PURSUANT

10-Q 1 hexion10q.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Performance Stock Unit Award Agreement

EXHIBIT 10.3 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of September 9, 2019 (the “Grant Date”), is made by and between Hexion Holdings Corporation, a Delaware corporation (the “Company”), and {FIRST NAME} {LAST NAME} (the “Participant”). Capitalized terms used in this A

Employment Agreement, by and between Hexion Inc. and Craig A. Rogerson

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), entered into as of July 1, 2019 (the ?Effective Date?), is made by and among, on the one hand, Craig Rogerson (the ?Executive?), and on the other hand, Hexion Inc., a New Jersey corporation (the ?Company?), and Hexion Holdings Corporation, the ultimate and indirect parent of the Company (the ?Parent?). RECITALS A. The

Hexion Holdings Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement

EXHIBIT 10.4 HEXION HOLDINGS CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), effective as of September 9, 2019, is made by and between Hexion Holdings Corporation, a Delaware corporation (the ?Company?), and {FIRST NAME} {LAST NAME} (the ?Participant?). Capitalized terms used in this Agreement and not othe

Hexion Holdings Corporation 2019 Omnibus Incentive Plan

EXHIBIT 10.2 Hexion Holdings Corporation 2019 Omnibus Incentive Plan 1.Purpose. The Hexion Holdings Corporation 2019 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is intended to help Hexion Holdings Corporation, a Delaware corporation (including any successor thereto, the ?Company?), and its Affiliates (i) attract and retain key personnel by providing them the opportunity to ac

Employment Agreement, by and between Hexion Inc. and Craig A. Rogerson

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), entered into as of July 1, 2019 (the ?Effective Date?), is made by and among, on the one hand, Craig Rogerson (the ?Executive?), and on the other hand, Hexion Inc., a New Jersey corporation (the ?Company?), and Hexion Holdings Corporation, the ultimate and indirect parent of the Company (the ?Parent?). RECITALS A. The

Hexion Inc. Announces Third Quarter 2019 Results

EX-99.1 2 exhibit991.htm NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2019 Results Third Quarter 2019 Highlights • On July 1, 2019, Hexion emerged from Chapter 11 and reduced total consolidated debt by more than $2.0 billion • Completed a new Application Development Center to foster further innovation in its specialty portfolio • Announced expansion plans of the Company's

Hexion Inc. Announces Third Quarter 2019 Results

EX-99.1 2 exhibit991.htm NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2019 Results Third Quarter 2019 Highlights • On July 1, 2019, Hexion emerged from Chapter 11 and reduced total consolidated debt by more than $2.0 billion • Completed a new Application Development Center to foster further innovation in its specialty portfolio • Announced expansion plans of the Company's

Hexion Inc. Announces Third Quarter 2019 Results

EX-99.1 2 exhibit991.htm NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2019 Results Third Quarter 2019 Highlights • On July 1, 2019, Hexion emerged from Chapter 11 and reduced total consolidated debt by more than $2.0 billion • Completed a new Application Development Center to foster further innovation in its specialty portfolio • Announced expansion plans of the Company's

Hexion Inc. Announces Third Quarter 2019 Results

EX-99.1 2 exhibit991.htm NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Third Quarter 2019 Results Third Quarter 2019 Highlights • On July 1, 2019, Hexion emerged from Chapter 11 and reduced total consolidated debt by more than $2.0 billion • Completed a new Application Development Center to foster further innovation in its specialty portfolio • Announced expansion plans of the Company's

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 hexion8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Hexion Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2019 Results Second Quarter 2019 Highlights ? On July 1, 2019, Hexion emerged from Chapter 11, successfully completed its balance sheet de-leveraging and reduced total consolidated debt by more than $2.0 billion ? Net sales of $892 million, a 10% decrease versus prior year ? Net loss of $107 million, which included $156 millio

Hexion Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2019 Results Second Quarter 2019 Highlights ? On July 1, 2019, Hexion emerged from Chapter 11, successfully completed its balance sheet de-leveraging and reduced total consolidated debt by more than $2.0 billion ? Net sales of $892 million, a 10% decrease versus prior year ? Net loss of $107 million, which included $156 millio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

Hexion Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2019 Results Second Quarter 2019 Highlights ? On July 1, 2019, Hexion emerged from Chapter 11, successfully completed its balance sheet de-leveraging and reduced total consolidated debt by more than $2.0 billion ? Net sales of $892 million, a 10% decrease versus prior year ? Net loss of $107 million, which included $156 millio

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 o TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION IN

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

Hexion Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2019 Results Second Quarter 2019 Highlights ? On July 1, 2019, Hexion emerged from Chapter 11, successfully completed its balance sheet de-leveraging and reduced total consolidated debt by more than $2.0 billion ? Net sales of $892 million, a 10% decrease versus prior year ? Net loss of $107 million, which included $156 millio

Hexion Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Hexion Inc. Announces Second Quarter 2019 Results Second Quarter 2019 Highlights ? On July 1, 2019, Hexion emerged from Chapter 11, successfully completed its balance sheet de-leveraging and reduced total consolidated debt by more than $2.0 billion ? Net sales of $892 million, a 10% decrease versus prior year ? Net loss of $107 million, which included $156 millio

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HEXION HOLDINGS LLC, et al.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

Senior Secured Asset-Based Revolving Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion Canada Inc., Hexion B.V. Hexion GmbH and Hexion UK Limited as lenders party thereto and JP Morgan Chase Bank, N.A. as administrative agent and collateral agent

EXECUTION VERSION ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc.

By-laws of Hexion Holdings Corporation.

BY-LAWS of HEXION HOLDINGS CORPORATION (A Delaware Corporation) As Adopted on July 1, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS1 Article II STOCKHOLDERS2 Article III DIRECTORS12 Article IV COMMITTEES OF THE BOARD18 Article V OFFICERS19 Article VI GENERAL PROVISIONS21 i Article I DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.

By-laws of Hexion Holdings Corporation.

BY-LAWS of HEXION HOLDINGS CORPORATION (A Delaware Corporation) As Adopted on July 1, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS1 Article II STOCKHOLDERS2 Article III DIRECTORS12 Article IV COMMITTEES OF THE BOARD18 Article V OFFICERS19 Article VI GENERAL PROVISIONS21 i Article I DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.

ABL Intercreditor Agreement, dated as of July 1, 2019, among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to therein, JPMorgan Chase Bank, N.A., as Applicable First-Lien Agent and administrative agent and collateral agent for the First-Lien Secured Parties referred to therein, Hexion Inc., Hexion Intermediate Holding 2, Inc., Hexion International Coӧperatief U.A., the other subsidiaries of Hexion Inc. party thereto, each other First-Priority Lien Obligations and each Other First-Priority Lien Obligations Collateral Agent from time to time party thereto.

EX-10.3 9 exhibit103-ablintercredito.htm EXHIBIT 10.3 Exhibit 10.3 ABL INTERCREDITOR AGREEMENT dated as of July 1, 2019 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, JPMORGAN CHASE BANK, N.A., as Applicable First-Lien Agent, JPMORGAN CHASE BANK, N.A., as First-Lien Collateral Agent, Each other First-Priority Lien Obligations Collateral Agent from time to time party hereto, HEX

Senior Secured Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion International Coӧperatief U.A., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

EXECUTION VERSION SENIOR SECURED CREDIT AGREEMENT dated as of July 1, 2019 among HEXION INTERMEDIATE HOLDING 2, INC.

Indenture, dated as of July 1, 2019, by and among Hexion Inc., the subsidiary guarantors party thereto from time to time named therein and Wilmington Trust, National Association as Trustee, related to the $

HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 INDENTURE Dated as of July 1, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions .........................................................................................

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

Joint Chapter 11 Plan of Reorganization for Hexion Holdings LLC and its Affiliated Debtors, dated June 20, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

Confirmation Order, dated June 25, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

By-laws of Hexion Holdings Corporation.

BY-LAWS of HEXION HOLDINGS CORPORATION (A Delaware Corporation) As Adopted on July 1, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS1 Article II STOCKHOLDERS2 Article III DIRECTORS12 Article IV COMMITTEES OF THE BOARD18 Article V OFFICERS19 Article VI GENERAL PROVISIONS21 i Article I DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.

Joint Chapter 11 Plan of Reorganization for Hexion Holdings LLC and its Affiliated Debtors, dated June 20, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

Indenture, dated as of July 1, 2019, by and among Hexion Inc., the subsidiary guarantors party thereto from time to time named therein and Wilmington Trust, National Association as Trustee, related to the $

HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 INDENTURE Dated as of July 1, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions .........................................................................................

Amended and Restated Certificate of Incorporation of Hexion Holdings Corporation.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEXION HOLDINGS CORPORATION Adopted in accordance with the provisions of ?303, ?242, and ?245 of the General Corporation Law of the State of Delaware * * * * Hexion Holdings Corporation (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: A.

By-laws of Hexion Holdings Corporation.

BY-LAWS of HEXION HOLDINGS CORPORATION (A Delaware Corporation) As Adopted on July 1, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS1 Article II STOCKHOLDERS2 Article III DIRECTORS12 Article IV COMMITTEES OF THE BOARD18 Article V OFFICERS19 Article VI GENERAL PROVISIONS21 i Article I DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.

Amended and Restated Certificate of Incorporation of Hexion Holdings Corporation.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEXION HOLDINGS CORPORATION Adopted in accordance with the provisions of ?303, ?242, and ?245 of the General Corporation Law of the State of Delaware * * * * Hexion Holdings Corporation (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: A.

By-laws of Hexion Holdings Corporation.

BY-LAWS of HEXION HOLDINGS CORPORATION (A Delaware Corporation) As Adopted on July 1, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS1 Article II STOCKHOLDERS2 Article III DIRECTORS12 Article IV COMMITTEES OF THE BOARD18 Article V OFFICERS19 Article VI GENERAL PROVISIONS21 i Article I DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.

Senior Secured Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion International Coӧperatief U.A., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

EXECUTION VERSION SENIOR SECURED CREDIT AGREEMENT dated as of July 1, 2019 among HEXION INTERMEDIATE HOLDING 2, INC.

Amended and Restated Certificate of Incorporation of Hexion Holdings Corporation.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEXION HOLDINGS CORPORATION Adopted in accordance with the provisions of ?303, ?242, and ?245 of the General Corporation Law of the State of Delaware * * * * Hexion Holdings Corporation (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: A.

Senior Secured Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion International Coӧperatief U.A., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

EXECUTION VERSION SENIOR SECURED CREDIT AGREEMENT dated as of July 1, 2019 among HEXION INTERMEDIATE HOLDING 2, INC.

Indenture, dated as of July 1, 2019, by and among Hexion Inc., the subsidiary guarantors party thereto from time to time named therein and Wilmington Trust, National Association as Trustee, related to the $

HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 INDENTURE Dated as of July 1, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions .........................................................................................

ABL Intercreditor Agreement, dated as of July 1, 2019, among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to therein, JPMorgan Chase Bank, N.A., as Applicable First-Lien Agent and administrative agent and collateral agent for the First-Lien Secured Parties referred to therein, Hexion Inc., Hexion Intermediate Holding 2, Inc., Hexion International Coӧperatief U.A., the other subsidiaries of Hexion Inc. party thereto, each other First-Priority Lien Obligations and each Other First-Priority Lien Obligations Collateral Agent from time to time party thereto.

EX-10.3 9 exhibit103-ablintercredito.htm EXHIBIT 10.3 Exhibit 10.3 ABL INTERCREDITOR AGREEMENT dated as of July 1, 2019 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, JPMORGAN CHASE BANK, N.A., as Applicable First-Lien Agent, JPMORGAN CHASE BANK, N.A., as First-Lien Collateral Agent, Each other First-Priority Lien Obligations Collateral Agent from time to time party hereto, HEX

Joint Chapter 11 Plan of Reorganization for Hexion Holdings LLC and its Affiliated Debtors, dated June 20, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

Indenture, dated as of July 1, 2019, by and among Hexion Inc., the subsidiary guarantors party thereto from time to time named therein and Wilmington Trust, National Association as Trustee, related to the $

HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 INDENTURE Dated as of July 1, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions .........................................................................................

Hexion Inc. Completes Balance Sheet De-Leveraging Emerges from Chapter 11 in a Strong Financial Position to Support Long-Term Growth Poised to Reinvest in Value-Driving Platform, Led By Differentiated Specialty Chemical Product Portfolio, World-Class

Exhibit 99.1 Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE Hexion Inc. Completes Balance Sheet De-Leveraging Emerges from Chapter 11 in a Strong Financial Position to Support Long-Term Growth Poised to Reinvest in Value-Driving Platform, Led By Differentiated Specialty Chemical Product Portfolio, World-Class R&D, Global Manufacturing Footprint and Sustainable Practic

Senior Secured Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion International Coӧperatief U.A., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

EXECUTION VERSION SENIOR SECURED CREDIT AGREEMENT dated as of July 1, 2019 among HEXION INTERMEDIATE HOLDING 2, INC.

ABL Intercreditor Agreement, dated as of July 1, 2019, among JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to therein, JPMorgan Chase Bank, N.A., as Applicable First-Lien Agent and administrative agent and collateral agent for the First-Lien Secured Parties referred to therein, Hexion Inc., Hexion Intermediate Holding 2, Inc., Hexion International Coӧperatief U.A., the other subsidiaries of Hexion Inc. party thereto, each other First-Priority Lien Obligations and each Other First-Priority Lien Obligations Collateral Agent from time to time party thereto.

EX-10.3 9 exhibit103-ablintercredito.htm EXHIBIT 10.3 Exhibit 10.3 ABL INTERCREDITOR AGREEMENT dated as of July 1, 2019 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, JPMORGAN CHASE BANK, N.A., as Applicable First-Lien Agent, JPMORGAN CHASE BANK, N.A., as First-Lien Collateral Agent, Each other First-Priority Lien Obligations Collateral Agent from time to time party hereto, HEX

Senior Secured Credit Agreement, dated as of July 1, 2019, among Hexion Intermediate Holding 2, Inc., Hexion Inc., Hexion International Coӧperatief U.A., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

EXECUTION VERSION SENIOR SECURED CREDIT AGREEMENT dated as of July 1, 2019 among HEXION INTERMEDIATE HOLDING 2, INC.

Joint Chapter 11 Plan of Reorganization for Hexion Holdings LLC and its Affiliated Debtors, dated June 20, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

Indenture, dated as of July 1, 2019, by and among Hexion Inc., the subsidiary guarantors party thereto from time to time named therein and Wilmington Trust, National Association as Trustee, related to the $

HEXION INC. as Issuer and the Subsidiary Guarantors party hereto from time to time named herein 7.875% Senior Notes due 2027 INDENTURE Dated as of July 1, 2019 Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions .........................................................................................

Joint Chapter 11 Plan of Reorganization for Hexion Holdings LLC and its Affiliated Debtors, dated June 20, 2019.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : HEXION HOLDINGS LLC, et al.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

Hexion Inc. Receives Court Confirmation for De-Leveraging Plan Prepares to Emerge from Chapter 11 in early July

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Receives Court Confirmation for De-Leveraging Plan Prepares to Emerge from Chapter 11 in early July COLUMBUS, Ohio - June 24, 2019 - Hexion Inc. (“Hexion” or the “Company”) today announced that the U.S. Bankruptcy Court for the District o

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HEXION HOLDINGS LLC, et al.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 24, 2019, we filed with the Bankruptcy Court the Plan and related disclosure statement. The Plan provides for, among other things, (1) classification and treatment of various c

EX-99.2 3 exhibit992.htm EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 24, 2019, we filed with the Bankruptcy Court the Plan and related disclosure statement. The Plan provides for, among other things, (1) classification and treatment of various claims and equity interests, (2) a reduction of the Company’s liabilities upon emergence by approximately $2.2 bi

Hexion Inc. Announces Proposed $450 Million Debt Offering

Exhibit 99.1 Hexion Inc. 180 East Broad Street Columbus, OH 43215 hexion.com NEWS RELEASE FOR IMMEDIATE RELEASE Hexion Inc. Announces Proposed $450 Million Debt Offering COLUMBUS, Ohio - (June 19, 2019) - Hexion Inc. (the “Company”) announced today that it is proposing to issue $450 million aggregate principal amount of new senior unsecured notes due 2027 (the “Notes”) in a private offering that i

Confidential Hexion Lender Presentation June 2019 Forward-Looking Statements Certain statements in this presentation are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities

hexionlenderpresentation Confidential Hexion Lender Presentation June 2019 Forward-Looking Statements Certain statements in this presentation 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.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HEXION HOLDINGS LLC, et al. Case No. (Jointly Administered) 19-10684(KG) Reporting Period: 4/1/19-4/30/19 MONTHLY OPERATING REPORT File with the Court and submit a copy to the United States Trustee within 20 days after end of the month. Submit copy of report to any official committ

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 SOLICITATION VERSION IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HEXION HOLDINGS LLC, et al., Debtors. x : : : : : x Chapter 11 Case No. 19-10684 (KG) Jointly Administered 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 George A. Davis

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R

Hexion Holdings LLC 2019 Long-Term Incentive Plan

Exhibit 10.1 HEXION HOLDINGS LLC (the ?Company?) 2019 LONG-TERM INCENTIVE PROGRAM (the ?2019 LTI Program?) I. Purpose of the Program To reward associates who are critical to the success of the organization for their contributions to maintaining organizational focus in 2019, during a year of distraction while providing retention into the future. The 2019 LTI Program is designed to deliver performan

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

Hexion Holdings LLC 2019 Long-Term Incentive Plan Award Letter

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 CONFIDENTIAL [DATE] [NAME] [LOCATION] Dear [FIRST NAME]: Congratulations! As a valued associate, you have been selected to participate in the 2019 Long-Term Incentive (LTI) Program (the “2019 LTI Program”). This program was created for a select group of associates who we believe are high performers and/or significant contributors to the future suc

Hexion Holdings LLC 2019 Long-Term Incentive Plan

Exhibit 10.1 HEXION HOLDINGS LLC (the ?Company?) 2019 LONG-TERM INCENTIVE PROGRAM (the ?2019 LTI Program?) I. Purpose of the Program To reward associates who are critical to the success of the organization for their contributions to maintaining organizational focus in 2019, during a year of distraction while providing retention into the future. The 2019 LTI Program is designed to deliver performan

Hexion Holdings LLC 2019 Long-Term Incentive Plan Award Letter

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 CONFIDENTIAL [DATE] [NAME] [LOCATION] Dear [FIRST NAME]: Congratulations! As a valued associate, you have been selected to participate in the 2019 Long-Term Incentive (LTI) Program (the “2019 LTI Program”). This program was created for a select group of associates who we believe are high performers and/or significant contributors to the future suc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 o TRANSITION REPORT PURSUANT TO

10-Q 1 hexion10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

Hexion Holdings LLC 2019 Long-Term Incentive Plan

Exhibit 10.1 HEXION HOLDINGS LLC (the ?Company?) 2019 LONG-TERM INCENTIVE PROGRAM (the ?2019 LTI Program?) I. Purpose of the Program To reward associates who are critical to the success of the organization for their contributions to maintaining organizational focus in 2019, during a year of distraction while providing retention into the future. The 2019 LTI Program is designed to deliver performan

Hexion Holdings LLC 2019 Long-Term Incentive Plan Award Letter

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 CONFIDENTIAL [DATE] [NAME] [LOCATION] Dear [FIRST NAME]: Congratulations! As a valued associate, you have been selected to participate in the 2019 Long-Term Incentive (LTI) Program (the “2019 LTI Program”). This program was created for a select group of associates who we believe are high performers and/or significant contributors to the future suc

Hexion Holdings LLC 2019 Long-Term Incentive Plan Award Letter

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 CONFIDENTIAL [DATE] [NAME] [LOCATION] Dear [FIRST NAME]: Congratulations! As a valued associate, you have been selected to participate in the 2019 Long-Term Incentive (LTI) Program (the “2019 LTI Program”). This program was created for a select group of associates who we believe are high performers and/or significant contributors to the future suc

Hexion Holdings LLC 2019 Long-Term Incentive Plan Award Letter

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 CONFIDENTIAL [DATE] [NAME] [LOCATION] Dear [FIRST NAME]: Congratulations! As a valued associate, you have been selected to participate in the 2019 Long-Term Incentive (LTI) Program (the “2019 LTI Program”). This program was created for a select group of associates who we believe are high performers and/or significant contributors to the future suc

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.R.

Hexion Holding LLC 2019 Incentive Compensation Plan

EXHIBIT 10.102 Hexion Holdings LLC 2019 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings LLC (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the

Hexion Holding LLC 2019 Incentive Compensation Plan

EXHIBIT 10.102 Hexion Holdings LLC 2019 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings LLC (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the

Agreement of Resignation, Appointment and Acceptance, dated as of April 9, 2019, among Hexion Inc., Wilmington Trust, National Association and U.S. Bank National Association, related to the 6.625% First-Priority Senior Secured Notes due 2020, the 10.00% First-Priority Senior Secured Notes due 2020 and the 10.375% First-Priority Senior Secured Notes due 2022.

EXHIBIT 4.24 EXECUTION VERSION AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE FIRST-PRIORITY NOTES INDENTURES relating to HEXION INC. 6.625% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.00% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.375% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2022 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this ?Agreement?), dated as of April 9, 2019 by a

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

List of Subsidiaries of Hexion Inc.

Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2018 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Finance Corp Delaware 100 % Hexion Australia Finance Pty Ltd Australia

Separation Agreement by and between Hexion Inc. and Joseph Bevilaqua

EXHIBIT 10.103 CONFIDENTIAL SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Severance Pay Agreement and Release of All Claims ("Agreement") is entered into by and between Joseph Bevilaqua ("Associate" or "You") and Hexion Inc., ("Company"), sometimes referred to in this agreement as "the Parties." This Agreement shall become effective on the "Effective Date" as defined in Parag

Separation Agreement by and between Hexion Inc. and Joseph Bevilaqua

EXHIBIT 10.103 CONFIDENTIAL SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Severance Pay Agreement and Release of All Claims ("Agreement") is entered into by and between Joseph Bevilaqua ("Associate" or "You") and Hexion Inc., ("Company"), sometimes referred to in this agreement as "the Parties." This Agreement shall become effective on the "Effective Date" as defined in Parag

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

Separation Agreement by and between Hexion Inc. and Joseph Bevilaqua

EXHIBIT 10.103 CONFIDENTIAL SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Severance Pay Agreement and Release of All Claims ("Agreement") is entered into by and between Joseph Bevilaqua ("Associate" or "You") and Hexion Inc., ("Company"), sometimes referred to in this agreement as "the Parties." This Agreement shall become effective on the "Effective Date" as defined in Parag

Hexion Holding LLC 2019 Incentive Compensation Plan

EXHIBIT 10.102 Hexion Holdings LLC 2019 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings LLC (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the

Hexion Holding LLC 2019 Incentive Compensation Plan

EXHIBIT 10.102 Hexion Holdings LLC 2019 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings LLC (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen

Agreement of Resignation, Appointment and Acceptance, dated as of April 9, 2019, among Hexion Inc., Wilmington Trust, National Association and U.S. Bank National Association, related to the 6.625% First-Priority Senior Secured Notes due 2020, the 10.00% First-Priority Senior Secured Notes due 2020 and the 10.375% First-Priority Senior Secured Notes due 2022.

EXHIBIT 4.24 EXECUTION VERSION AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE FIRST-PRIORITY NOTES INDENTURES relating to HEXION INC. 6.625% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.00% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.375% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2022 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this ?Agreement?), dated as of April 9, 2019 by a

Separation Agreement by and between Hexion Inc. and Joseph Bevilaqua

EXHIBIT 10.103 CONFIDENTIAL SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Severance Pay Agreement and Release of All Claims ("Agreement") is entered into by and between Joseph Bevilaqua ("Associate" or "You") and Hexion Inc., ("Company"), sometimes referred to in this agreement as "the Parties." This Agreement shall become effective on the "Effective Date" as defined in Parag

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

(a) Certificate of the Chief Executive Officer

Exhibit 31.1(A) Certification of Financial Statements and Internal Controls I, Craig A. Rogerson, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme

2018 Audited Financial Statements of Unconsolidated Affiliate of Hexion Inc.

EX-10.101 3 exhibit10101-2019.htm AUDITED FINANCIAL STATEMENTS OF UNCONSOLIDATED AFFILIATE Exhibit 10.101 MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2018 Audit Report SAAF (2018) AR.NO.070 TO THE BOARD OF DIRECTORS OF MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. We have audited the accompanying financial statements of Mom

Hexion Holding LLC 2019 Incentive Compensation Plan

EXHIBIT 10.102 Hexion Holdings LLC 2019 INCENTIVE COMPENSATION PLAN (the ?Plan?) Purpose of the Plan The Plan is sponsored by Hexion Holdings LLC (?Hexion Holdings?) to reward associates of Hexion Inc. (?Hexion?) and its subsidiaries for delivering increased value by profitably growing the business and controlling costs. The Plan is designed to link rewards with critical financial metrics for the

(b) Certificate of the Chief Financial Officer

Exhibit 31.1(B) Certification of Financial Statements and Internal Controls I, George F. Knight, certify that: 1. I have reviewed this Annual Report on Form 10-K of Hexion Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen

2018 Audited Financial Statements of Unconsolidated Affiliate of Hexion Inc.

EX-10.101 3 exhibit10101-2019.htm AUDITED FINANCIAL STATEMENTS OF UNCONSOLIDATED AFFILIATE Exhibit 10.101 MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2018 Audit Report SAAF (2018) AR.NO.070 TO THE BOARD OF DIRECTORS OF MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. We have audited the accompanying financial statements of Mom

List of Subsidiaries of Hexion Inc.

Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2018 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Finance Corp Delaware 100 % Hexion Australia Finance Pty Ltd Australia

Separation Agreement by and between Hexion Inc. and Joseph Bevilaqua

EXHIBIT 10.103 CONFIDENTIAL SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Severance Pay Agreement and Release of All Claims ("Agreement") is entered into by and between Joseph Bevilaqua ("Associate" or "You") and Hexion Inc., ("Company"), sometimes referred to in this agreement as "the Parties." This Agreement shall become effective on the "Effective Date" as defined in Parag

2018 Audited Financial Statements of Unconsolidated Affiliate of Hexion Inc.

EX-10.101 3 exhibit10101-2019.htm AUDITED FINANCIAL STATEMENTS OF UNCONSOLIDATED AFFILIATE Exhibit 10.101 MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2018 Audit Report SAAF (2018) AR.NO.070 TO THE BOARD OF DIRECTORS OF MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. We have audited the accompanying financial statements of Mom

Agreement of Resignation, Appointment and Acceptance, dated as of April 9, 2019, among Hexion Inc., Wilmington Trust, National Association and U.S. Bank National Association, related to the 6.625% First-Priority Senior Secured Notes due 2020, the 10.00% First-Priority Senior Secured Notes due 2020 and the 10.375% First-Priority Senior Secured Notes due 2022.

EXHIBIT 4.24 EXECUTION VERSION AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE FIRST-PRIORITY NOTES INDENTURES relating to HEXION INC. 6.625% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.00% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.375% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2022 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this ?Agreement?), dated as of April 9, 2019 by a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-71 HEXION INC. (

2018 Audited Financial Statements of Unconsolidated Affiliate of Hexion Inc.

EX-10.101 3 exhibit10101-2019.htm AUDITED FINANCIAL STATEMENTS OF UNCONSOLIDATED AFFILIATE Exhibit 10.101 MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2018 Audit Report SAAF (2018) AR.NO.070 TO THE BOARD OF DIRECTORS OF MOMENTIVE UV COATINGS (SHANGHAI) CO., LTD. We have audited the accompanying financial statements of Mom

List of Subsidiaries of Hexion Inc.

Exhibit 21.1 Subsidiaries of the Registrant As of December 31, 2018 Subsidiary Jurisdiction % Owned Borden Chemical Holdings (Panama) S.A. Panama 100 % Borden Chemical UK Limited UK 100 % Borden International Holdings Limited UK 100 % Hexion (Caojing) Limited Hong Kong 100 % Hexion (N.Z.) Limited New Zealand 100 % Hexion 2 U.S. Finance Corp Delaware 100 % Hexion Australia Finance Pty Ltd Australia

Agreement of Resignation, Appointment and Acceptance, dated as of April 9, 2019, among Hexion Inc., Wilmington Trust, National Association and U.S. Bank National Association, related to the 6.625% First-Priority Senior Secured Notes due 2020, the 10.00% First-Priority Senior Secured Notes due 2020 and the 10.375% First-Priority Senior Secured Notes due 2022.

EXHIBIT 4.24 EXECUTION VERSION AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE FIRST-PRIORITY NOTES INDENTURES relating to HEXION INC. 6.625% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.00% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 10.375% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2022 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this ?Agreement?), dated as of April 9, 2019 by a

Senior Secured Term Loan Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.3 EXECUTION VERSION SENIOR SECURED TERM LOAN AGREEMENT dated as of April 3, 2019, among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT SUISSE LOAN FUNDING and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I Definitions 1

Amended and Restated Senior Secured Debtor-in-Possession Asset-Based Revolving Credit Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION ASSET- BASED REVOLVING CREDIT AGREEMENT Dated as of April 3, 2019, among HEXION LLC, as Holdings, HEXION INC., as U.S. Borrower, HEXION CANADA INC., as Canadian Borrower, HEXION B.V., as Dutch Borrower, HEXION UK LIMITED and BORDEN CHEMICAL UK LIMITED, as U.K. Borrowers, HEXION GMBH, as German Borrower, THE LEN

Reaffirmation Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, each Subsidiary of Hexion Inc. party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.2 EXECUTION VERSION REAFFIRMATION AGREEMENT (this ?Agreement?), dated as of April 2, 2019, among HEXION LLC (F/K/A MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC), a Delaware limited liability company (?Holdings?), HEXION INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS INC.), a New Jersey corporation (the ?U.S. Borrower?), HEXION CANADA INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS CANADA INC.), a Ca

Guarantee Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., each Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 EXECUTION VERSION GUARANTEE AGREEMENT dated and effective as of April 3, 2019 among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., each of the Subsidiary Loan Parties identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guara

Guarantee Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., each Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 EXECUTION VERSION GUARANTEE AGREEMENT dated and effective as of April 3, 2019 among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., each of the Subsidiary Loan Parties identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guara

Amended and Restated Senior Secured Debtor-in-Possession Asset-Based Revolving Credit Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION ASSET- BASED REVOLVING CREDIT AGREEMENT Dated as of April 3, 2019, among HEXION LLC, as Holdings, HEXION INC., as U.S. Borrower, HEXION CANADA INC., as Canadian Borrower, HEXION B.V., as Dutch Borrower, HEXION UK LIMITED and BORDEN CHEMICAL UK LIMITED, as U.K. Borrowers, HEXION GMBH, as German Borrower, THE LEN

Reaffirmation Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, each Subsidiary of Hexion Inc. party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.2 EXECUTION VERSION REAFFIRMATION AGREEMENT (this ?Agreement?), dated as of April 2, 2019, among HEXION LLC (F/K/A MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC), a Delaware limited liability company (?Holdings?), HEXION INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS INC.), a New Jersey corporation (the ?U.S. Borrower?), HEXION CANADA INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS CANADA INC.), a Ca

Senior Secured Term Loan Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.3 EXECUTION VERSION SENIOR SECURED TERM LOAN AGREEMENT dated as of April 3, 2019, among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT SUISSE LOAN FUNDING and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I Definitions 1

Guarantee Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., each Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 EXECUTION VERSION GUARANTEE AGREEMENT dated and effective as of April 3, 2019 among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., each of the Subsidiary Loan Parties identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guara

Guarantee Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., each Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 EXECUTION VERSION GUARANTEE AGREEMENT dated and effective as of April 3, 2019 among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., each of the Subsidiary Loan Parties identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guara

Senior Secured Term Loan Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.3 EXECUTION VERSION SENIOR SECURED TERM LOAN AGREEMENT dated as of April 3, 2019, among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT SUISSE LOAN FUNDING and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I Definitions 1

Reaffirmation Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, each Subsidiary of Hexion Inc. party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.2 EXECUTION VERSION REAFFIRMATION AGREEMENT (this ?Agreement?), dated as of April 2, 2019, among HEXION LLC (F/K/A MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC), a Delaware limited liability company (?Holdings?), HEXION INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS INC.), a New Jersey corporation (the ?U.S. Borrower?), HEXION CANADA INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS CANADA INC.), a Ca

Senior Secured Term Loan Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.3 EXECUTION VERSION SENIOR SECURED TERM LOAN AGREEMENT dated as of April 3, 2019, among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT SUISSE LOAN FUNDING and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I Definitions 1

Hexion Lender Presentation April 8, 2019

EX-99.1 6 d870765dex991.htm EX-99.1 Hexion Lender Presentation April 8, 2019 Disclaimer These discussion materials contain selected information about Hexion Inc. and its subsidiaries (collectively, the “Company”). The sole purpose of these materials is to facilitate a discussion of a potential financing transaction (the “Transaction”). These materials are not intended to form the definite basis of

Reaffirmation Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, each Subsidiary of Hexion Inc. party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.2 EXECUTION VERSION REAFFIRMATION AGREEMENT (this ?Agreement?), dated as of April 2, 2019, among HEXION LLC (F/K/A MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC), a Delaware limited liability company (?Holdings?), HEXION INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS INC.), a New Jersey corporation (the ?U.S. Borrower?), HEXION CANADA INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS CANADA INC.), a Ca

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2019 HEXION INC. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 1-71 13-0511250 (Commission File Number) (I.

Guarantee Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion International Holdings B.V., each Subsidiary Loan Party identified therein and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 EXECUTION VERSION GUARANTEE AGREEMENT dated and effective as of April 3, 2019 among HEXION LLC, HEXION INC., HEXION INTERNATIONAL HOLDINGS B.V., each of the Subsidiary Loan Parties identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guara

Amended and Restated Senior Secured Debtor-in-Possession Asset-Based Revolving Credit Agreement, dated as of April 3, 2019, among Hexion LLC, Hexion Inc., Hexion Canada Inc., Hexion B.V., Hexion UK Limited, Borden Chemical UK Limited, Hexion GMBH, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SENIOR SECURED DEBTOR-IN-POSSESSION ASSET- BASED REVOLVING CREDIT AGREEMENT Dated as of April 3, 2019, among HEXION LLC, as Holdings, HEXION INC., as U.S. Borrower, HEXION CANADA INC., as Canadian Borrower, HEXION B.V., as Dutch Borrower, HEXION UK LIMITED and BORDEN CHEMICAL UK LIMITED, as U.K. Borrowers, HEXION GMBH, as German Borrower, THE LEN