Obligation Hexion Inc 6.625% ( US428302AA14 ) en USD

Hexion Inc

77.97 % ⇌

Etats-unis

US428302AA14 ( en USD )

6.625% par an ( paiement semestriel )

14/04/2020 - Obligation échue

Prospectus brochure de l'obligation Hexion Inc US428302AA14 en USD 6.625%, échue

2 000 USD

1 549 995 000 USD

428302AA1

D ( En défaut )

L'Obligation émise par Hexion Inc ( Etats-unis ) , en USD, avec le code ISIN US428302AA14, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2020

L'Obligation émise par Hexion Inc ( Etats-unis ) , en USD, avec le code ISIN US428302AA14, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Hexion Inc ( Etats-unis ) , en USD, avec le code ISIN US428302AA14, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189575
PROSPECTUS

Exchange Offer for $1,100,000,000
6.625% First-Priority Senior Secured Notes due 2020 and Related Guarantees

The Notes and the Guarantees

· We are offering to exchange $1,100,000,000 of our outstanding 6.625% First-Priority Senior Secured Notes due 2020 and
certain related guarantees, which were issued on January 31, 2013 and which we refer to collectively as the "initial notes,"

for a like aggregate amount of our registered 6.625% First-Priority Senior Secured Notes due 2020 and certain related
guarantees, which we refer to collectively as the "exchange notes." The exchange notes will be issued under an indenture
dated as of March 14, 2012. We refer to the initial notes and the exchange notes collectively as the "notes."

· The exchange notes will mature on April 15, 2020. We will pay interest on the exchange notes semi-annually on April 15

and October 15 of each year, commencing on April 15, 2013, at a rate of 6.625% per annum, to holders of record on the
April 1 or October 1 immediately preceding the interest payment date.

· The exchange notes will be guaranteed on a senior secured basis by our parent, Momentive Specialty Chemicals Inc., and

certain of its existing domestic subsidiaries that guarantee its obligations under its ABL Facility.

· The exchange notes and the related guarantees will be secured by first-priority liens on the Notes Priority Collateral (which
generally includes most of our and our domestic subsidiaries' assets other than the ABL Priority Collateral) and by second-

priority liens on the ABL Priority Collateral (which generally includes most of our and our domestic subsidiaries' inventory
and accounts receivable and related assets), in each case subject to certain exceptions and permitted liens as described
herein. The exchange notes will rank equally with all of our existing and future senior indebtedness.
Terms of the Exchange Offer

· It will expire at 5:00 p.m., New York City time, on September 10, 2013, unless we extend it.

· If all the conditions to this exchange offer are satisfied, we will exchange all of our initial notes that are validly tendered

and not withdrawn for the exchange notes.

· You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.

· The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial

notes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.

· The exchange notes that we will issue you in exchange for your initial notes are new securities with no established market

for trading.
Before participating in this exchange offer, please refer to the section in this prospectus entitled "Risk Factors"
commencing on page 21.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
We have not applied, and do not intend to apply, for listing the notes on any national securities exchange or automated quotation
system.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
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Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where those initial
notes were acquired by that broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution."
The date of this prospectus is August 12, 2013.
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TABLE OF CONTENTS

Page
Market and Industry Data and Forecasts
ii

Prospectus Summary
1

Risk Factors
21

Cautionary Statement Concerning Forward-Looking Statements
48

Use of Proceeds
50

Capitalization
51

Covenant Compliance
52

Selected Historical Financial and Other Information
54

Management's Discussion and Analysis of Financial Condition and Results of Operations
56

Quantitative and Qualitative Disclosures About Market Risk
79

Business
83

Management
96

Compensation Discussion and Analysis
100
Security Ownership of Certain Beneficial Owners and Management
124
Certain Relationships and Related Party Transactions
127
Description of Other Indebtedness
132
The Exchange Offer
140
Description of the Notes
150
Federal Income Tax Considerations
230
Plan of Distribution
236
Legal Matters
237
Experts
237
Where You Can Find More Information
237
Index To Consolidated Financial Statements
F-1

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We have not authorized anyone to give you any information or to make any representations about us or the transactions we
discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these
matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a
solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities
under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our
affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the
rules of the Securities and Exchange Commission (the "SEC"), the information contained in this prospectus is correct only as of the
date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.
The notes may not be offered or sold in or into the United Kingdom by means of any document except in circumstances that do
not constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995. All applicable provisions
of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the notes in, from or
otherwise involving or having an effect in the United Kingdom.
The notes have not been and will not be qualified under the securities laws of any province or territory of Canada. The notes are
not being offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the
securities laws of any province or territory thereof.
Until , 2013 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether
or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
MARKET AND INDUSTRY DATA AND FORECASTS
This prospectus includes industry data that we obtained from periodic industry publications and internal company surveys. This
prospectus includes market share and industry data that we prepared primarily based on management's knowledge of the industry and
industry data. Unless otherwise noted, statements as to our market share and market position relative to our competitors are
approximated and based on management estimates using the above-mentioned latest-available third-party data and our internal
analysis and estimates. We determined our market share and market positions utilizing periodic industry publications. If we were
unable to obtain relevant periodic industry publications, we based our estimates on our knowledge of the size of our markets, our
sales in each of these markets and publicly available information regarding our competitors, as well as internal estimates of
competitors' sales based on discussion with our sales force and other industry participants.
While we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any
independent sources. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our
estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to
change based on various factors, including those discussed under sections entitled "Risk Factors" and "Cautionary Statement
Concerning Forward-Looking Statements."

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PROSPECTUS SUMMARY
This summary highlights information about Momentive Specialty Chemicals Inc. and the notes contained elsewhere in
this prospectus. This summary is not complete and may not contain all the information that may be important to you. You
should carefully read the entire prospectus before making an investment decision, especially the information presented under
the heading "Risk Factors." In this prospectus, except as otherwise indicated herein, or as the context may otherwise require,
(i) all references to "MSC," the "Company," "we," "us" and "our" refer to Momentive Specialty Chemicals Inc. and its
subsidiaries and (ii) all references to "Issuer" refer to Hexion U.S. Finance Corp., the issuer of the notes, and its successors,
which is a wholly owned subsidiary of Momentive Specialty Chemicals Inc.
Our Company
Momentive Specialty Chemicals Inc., a New Jersey corporation, is the world's largest producer of thermosetting resins, or
thermosets, and a leading producer of adhesive and structural resins and coatings. Thermosets are a critical ingredient for
virtually all paints, coatings, glues and other adhesives produced for consumer or industrial uses. We provide a broad array of
thermosets and associated technologies and have significant market positions in each of the key markets that we serve. Our
products are used in thousands of applications and are sold into diverse markets, such as forest products, architectural and
industrial paints, packaging, consumer products and automotive coatings, as well as higher growth markets, such as composites
and electrical laminates. Major industry sectors that we serve include industrial/marine, construction, consumer/durable goods,
automotive, wind energy, aviation, electronics, architectural, civil engineering, repair/remodeling, graphic arts and oil and gas
field support. Key drivers for our business include general economic and industrial conditions, including housing starts, auto
build rates and active gas drilling rigs.
As of March 31, 2013, we had 62 active production sites around the world. Through our worldwide network of strategically
located production facilities, we serve more than 5,700 customers in approximately 100 countries. Our position in certain
additives, complementary materials and services further enables us to leverage our core thermoset technologies and provide our
customers with a broad range of product solutions. As a result of our focus on innovation and a high level of technical service, we
have cultivated long-standing customer relationships. Our global customers include leading companies in their respective
industries, such as 3M, Ashland Chemical, BASF, Bayer, DuPont, GE, Halliburton, Honeywell, Louisiana Pacific, Owens
Corning, PPG Industries, Sumitomo, Valspar and Weyerhaeuser.
Momentive Combination
In October 2010, our parent, Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC) ("MSC
Holdings") and Momentive Performance Materials Holdings Inc. ("MPM Holdings"), the parent company of Momentive
Performance Materials Inc. ("MPM"), became subsidiaries of a newly formed holding company, Momentive Performance
Materials Holdings LLC ("Momentive Holdings"). We refer to this transaction as the "Momentive Combination."
At the time of the Momentive Combination, Hexion LLC changed its name to Momentive Specialty Chemicals Holdings LLC
and Hexion Specialty Chemicals, Inc. changed its name to Momentive Specialty Chemicals Inc. As a result of the Momentive
Combination, Momentive Holdings became the ultimate parent entity of MPM and MSC. Momentive Holdings is controlled by
investment funds (the "Apollo Funds") managed by affiliates of Apollo Management Holdings, L.P. (together with Apollo Global
Management, LLC and its subsidiaries, "Apollo"). Apollo may also be referred to as the Company's owner.
The notes are not issued or guaranteed by Momentive Holdings, MPM Holdings, MPM or any of MPM's subsidiaries, and
are also not secured by any assets of such entities. None of Momentive Holdings, MPM Holdings, MPM or any of MPM's
subsidiaries is obligated with respect to any of our indebtedness or other liabilities.

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Our Business
We are a large participant in the specialty chemicals industry, and a leading producer of adhesive and structural resins and
coatings. Thermosets are a critical ingredient for virtually all paints, coatings, glues and other adhesives produced for consumer
or industrial uses. We provide a broad array of thermosets and associated technologies and have significant market positions in
all of the key markets that we serve.
Our products are used in thousands of applications and are sold into diverse markets, such as forest products, architectural
and industrial paints, packaging, consumer products and automotive coatings, as well as higher growth markets, such as
composites, UV cured coatings and electrical composites. Major industry sectors that we serve include industrial/marine,
construction, consumer/durable goods, automotive, wind energy, aviation, electronics, architectural, civil engineering,
repair/remodeling, graphic arts and oil and gas field support. Key drivers for our business include general economic and
industrial conditions, including housing starts, auto build rates and active gas drilling rigs. In addition, due to the nature of our
products and the markets we serve, competitor capacity constraints and the availability of similar products in the market may
impact our results. As is true for many industries, our financial results are impacted by the effect on our customers of economic
upturns or downturns, as well as by the impact on our own costs to produce, sell and deliver our products. Our customers use
most of our products in their production processes. As a result, factors that impact their industries can and have significantly
affected our results.
The table below illustrates our net sales to external customers for the year ended December 31, 2012 as well as the major
product lines, major industry sectors served, major end-use markets and key differentiating characteristics relative to our
products.

Epoxy, Phenolic and Coating

Resins

Forest Products Resins
2012 Net Sales

$3.0 billion

$1.7 billion
Major Products
· Epoxy specialty resins
·
Formaldehyde based resins and formaldehyde
· Epoxy resins and intermediates
· Phenolic specialty resins
· Versatic acids and derivatives
· Phenolic encapsulated substrates
· Polyester resins
· Acrylic resins

Major Industries
· Wind Energy
·
Home building and maintenance
Served
· Oil and gas field drilling and development
·
Home repair and remodeling
· Transportation and industrial
·
Furniture
· Construction
·
Agriculture
· Electrical equipment and appliances
· Electronic products
· Marine and recreational (boats, RVs)
· Chemical manufacturing
· Home building and maintenance
· Consumer durable and non-durable products
· General manufacturing

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Epoxy, Phenolic and Coating

Resins

Forest Products Resins
Core End-Use
· Oil and gas field proppants
·
Commercial and residential construction
Markets
· Wind energy
·
Plywood, particleboard, medium-density
· Auto coatings and friction materials
·
fiberboard ("MDF"), oriented strand board
· Marine and industrial coatings
·
("OSB")
· Electronics
Furniture
· Commercial and residential construction
Agrochemical
· Engineered materials
· Decorative paints

Key Product
· Strength and adhesion
·
Strength and adhesion
Characteristics
· Durability
·
Durability
· Resistance (water, UV, corrosion, temperature)
·
Moisture resistance
The discussion that follows is based on our organizational structure and reportable segments in 2013.
Epoxy, Phenolic and Coating Resins
We believe that we are a leading global supplier of epoxy, phenolic and coating resins which are used in a variety of
industrial and consumer applications to increase strength, adhesion and provide durability. These products are used in numerous
end-markets including: oil and gas, wind energy, electronics, protective coatings, engineered materials, automotive, decorative
paints, specialty coatings and residential, commercial and industrial construction.
Epoxy resins are the fundamental component of many types of materials and are used either as replacements for traditional
materials such as metal, or in applications where traditional materials do not meet demanding engineering applications. Phenolic
resins are used in applications that require extreme heat resistance and strength, such as after-market automotive and OEM truck
brake pads, aircraft components and electrical laminates. Additionally, epoxy-based surface coatings are among the most widely
used industrial coatings due to their structural stability and broad application functionality combined with overall economic
efficiency. The demand for epoxy, phenolic and coating resins is driven by both economic growth generally and technological
innovation, including environmentally friendly and energy efficient applications.
Supporting the growth in our business, we operate two of the three largest epoxy resins manufacturing facilities in the world,
including the world's only continuous-flow manufacturing process facility. We believe our global scope and our ability to
internally produce key raw materials gives us a significant competitive advantage versus our non-integrated competitors. For
example, we produce and internally consume the majority of our bisphenol-A, or BPA, and virtually all of our epichlorohydrin, or
ECH, the key base chemicals in the downstream manufacturing of base epoxy resins and epoxy specialty resins.
Forest Products Resins
We are a leading global supplier of formaldehyde-based resins used in a variety of industrial and consumer applications.
These products are used in numerous end-markets including: residential, commercial and industrial construction, furniture and
agriculture. The demand for forest products resins is driven by general economic growth and environmental sustainability and we
benefit from a manufacturing footprint that is strategically located in close proximity to our customers. Demand for our
formaldehyde-based resins is also primarily driven by the residential housing market globally and in particular North America.

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We are the leading producer of formaldehyde-based resins used in a wide range of applications for the North American
forest products industry and also hold significant positions in Europe, Latin America, Australia and New Zealand. We are also
the world's largest producer of formaldehyde, a key raw material used to manufacture thousands of products and we internally
consume the majority of our formaldehyde production. We believe this strategic back-end integration gives us significant
incremental economic value.
Growth and Strategy
We believe that we have opportunities for growth through the following strategies:
Expand Our Global Reach in Faster Growing Regions. We intend to continue to grow internationally by expanding our
product sales to our customers around the world. Specifically, we are focused on growing our business in markets in the high
growth regions of Asia-Pacific, Latin America, India, Eastern Europe and the Middle East, where the usage of our products is
increasing. We are currently expecting new capacity in China to come online in the second half of 2013, which will better enable
us to serve our middle-market customers in the region. Furthermore, by consolidating sales and distribution infrastructures via the
Momentive Combination, we expect to accelerate the penetration of our high-end, value-added products into new markets, thus
further leveraging our research and application efforts and existing global footprint.
Develop and Market New Products. We will continue to expand our product offerings through research and development
initiatives and research partnership formations with third parties. Through these innovation initiatives we will continue to create
new generations of products and services which will drive revenue and earnings growth. Approximately 25%, 25% and 21% of
our 2012, 2011 and 2010 net sales, respectively, were from products developed in the last five years. In 2012, 2011 and 2010 we
invested $69 million, $70 million and $66 million, respectively, in research and development.
Increase Shift to High-Margin Specialty Products. We continue to proactively manage our product portfolio with a focus
on specialty, high-margin applications and the reduction of our exposure to lower-margin products. As a result of this capital
allocation strategy and strong end market growth underlying these specialty segments including wind energy and oil field
applications, they will continue to be a larger part of our broader portfolio. Consequently, we have witnessed a strong organic
improvement in our profitability profile as a trend over the last several years which we believe will continue.
Continue Portfolio Optimization and Pursue Targeted Add-On Acquisitions and Joint Ventures. The specialty
chemicals and materials market is comprised of numerous small and mid-sized specialty companies focused on niche markets, as
well as smaller divisions of large chemical conglomerates. As a large manufacturer of specialty chemicals and materials with
leadership in the production of thermosets, we have a significant advantage in pursuing add-on acquisitions and joint ventures in
areas that allow us to build upon our core strengths, expand our product, technology and geographic portfolio and better serve our
customers. We believe we may have the opportunity to consummate acquisitions at relatively attractive valuations due to the
scalability of our existing global operations and deal-related synergies. In addition, we have and will continue to monitor the
strategic landscape for opportunistic divestments consistent with our broader specialty strategy. For example, we recently
completed a joint venture effort to construct a versatics manufacturing facility in China, which began operations in the second
quarter of 2012, and also recently announced a joint venture to construct a phenolic specialty resins manufacturing facility in
China, which is expected to be operational by the end of 2013. In January 2013, we announced the acquisition of a 50% interest
in a forest products joint venture in western Australia, which will provide formaldehyde, urea formaldehyde resins and other
products to industrial customers in the region.

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Capitalize on the Momentive Combination to Grow Revenues and Realize Operational Efficiencies. We believe the
Momentive Combination will present opportunities to increase our revenues by leveraging each of our and MPM's respective
global manufacturing footprints and technology platforms. For example, we anticipate being able to accelerate the penetration of
our products into Asia. Further, we anticipate the Momentive Combination will provide opportunities to streamline our business
and reduce our cost structure, and are currently targeting $65 million in annual cost savings related to the Momentive
Combination. We anticipate these savings to come from logistics optimization, reductions in corporate expenses and reductions in
the costs of raw materials and other inputs. Through March 31, 2013, we realized $60 million of these savings on a run-rate
basis, and anticipate fully realizing the remaining anticipated savings over the next 12 months.
Generate Free Cash Flow and Deleverage. We expect to generate strong free cash flow over the long-term due to our size,
cost structure and reasonable ongoing capital expenditure requirements. Furthermore, we have demonstrated expertise in
efficiently managing our working capital. Our strategy of generating significant free cash flow and deleveraging is complemented
by our long-dated capital structure with no significant short-term maturities and strong liquidity position. This financial flexibility
allows us to prudently balance deleveraging with our focus on growth and innovation.
Risk Factors
Despite our competitive strengths discussed above, investing in the Notes involves a number of risks, including:

· As of March 31, 2013, we have approximately $3.8 billion of consolidated outstanding indebtedness, including
payments due within the next twelve months and short-term borrowings. In addition, we had $301 million of
borrowings available under our ABL Facility. Our substantial debt could adversely affect our operations and prevent

us from satisfying our obligations under our debt obligations. In 2013, our cash interest expense is projected to be
approximately $297 million based on consolidated indebtedness and interest rates at March 31, 2013, of which $290
million represents cash interest expense on fixed-rate obligations, including variable rate debt subject to interest rate
swap agreements;

· If global economic conditions remain weak or further deteriorate, it will negatively impact our business operations,

results of operations and financial condition;

· We may be unable to achieve the cost savings or synergies that we expect to achieve from our strategic initiatives,

including the Momentive Combination, which would adversely affect our profitability and financial condition;

· Fluctuations in direct or indirect raw material costs could have an adverse impact on our business; and

· We depend on certain of our key executives and our ability to attract and retain qualified employees.
For discussion of the significant risks associated with our business, our industry and investing in the notes, you should read
the section entitled "Risk Factors."

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Organizational Structure
Hexion U.S. Finance Corp. is a direct wholly-owned subsidiary of MSC. No separate financial information has been
provided in this prospectus for Hexion U.S. Finance Corp. because (1) Hexion U.S. Finance Corp. has no independent operations
other than acting as a finance company of MSC, (2) Hexion U.S. Finance Corp. has no material assets, and (3) MSC and certain of
its domestic subsidiaries guarantee the notes. The indenture governing the notes restricts the Issuer from conducting any business
operations other than those in connection with the issuance of the notes and other similar debt securities.
The following chart summarizes our corporate structure on March 31, 2013:

(1) Total availability of $400 million, subject to borrowing base availability, of which $301 million was available for
borrowings as of March 31, 2013, reflecting a borrowing base after reserves of $348 million and $47 million of outstanding
letters of credit. The ABL Facility covenants includes a fixed charge coverage ratio of 1.0 to 1.0

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