- Current report filing (8-K)
June 23 2009 - 12:29PM
Edgar (US Regulatory)
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 22,
2009
HUNTSMAN
CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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001-32427
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42-1648585
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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HUNTSMAN
INTERNATIONAL LLC
(Exact name of
registrant as specified in its charter)
Delaware
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333-85141
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87-0630358
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(State or Other
Jurisdiction of
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(Commission File
Number)
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification
No.)
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500
Huntsman Way
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Salt
Lake City, Utah
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84108
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants
Telephone Number, including Area Code:
(801)
584-5700
Not
Applicable.
(Former name or
former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Settlement
Agreement
On June 22, 2009, Huntsman
Corporation (the
Company
) entered
into an Agreement of Compromise and Settlement (the
Settlement Agreement
) with Credit Suisse Securities (USA) LLC
(
Credit Suisse
) and Deutsche
Bank Securities Inc. (
Deutsche Bank
,
and together with Credit Suisse, the
Defendants
).
The Settlement Agreement concerns
certain litigation matters related to that certain Agreement and Plan of
Merger, dated July 12, 2007, among the Company, Hexion Specialty Chemicals, Inc.
(
Hexion
) and Nimbus Merger Sub
Inc.
Under the Settlement
Agreement, upon full and final payment of all amounts due to the Company as
described below, the Company and the Defendants agreed to take all necessary
and appropriate action to obtain the dismissal with prejudice of the lawsuit
filed in the Ninth District Court of Montgomery, Texas.
Pursuant to the Settlement
Agreement, the Defendants paid the Company an aggregate of $1.73 billion on
June 23, 2009. Of the $1.73 billion, the Defendants (i) paid the Company a
total cash payment of $620 million, (ii) purchased $600 million aggregate
principal amount of 5½% Senior Notes due 2016 (the
Notes
) from the Companys subsidiary, Huntsman International
LLC (
HI
), (iii) provided $500
million in additional senior secured term loan financing to HI and (iv) reimbursed
$12 million of the Companys litigation costs.
The Company has
previously disclosed that it entered into a settlement with Hexion, Apollo
Management LLC (
Apollo
), and
certain of their affiliates (the
Apollo
Settlement
). The contingent interest in litigation proceeds granted
to Apollo under the Apollo Settlement expired when trial commenced, and Apollo
is not entitled to receive any portion of the proceeds the Company will receive
under the Settlement Agreement. Consistent with the terms of the Apollo
Settlement, the Settlement Agreement with Credit Suisse and Deutsche Bank
requires that those entities release any claims for indemnity or contribution
against the Apollo entities other than claims for indemnification of attorneys
fees and litigation costs. The Company was not required to indemnify the Apollo
entities for such matters under the Apollo Settlement, and was not required to
(and therefore did not) obtain a release for Apollo or Hexion of the Defendants
claim for indemnification of the Defendants own attorneys fees and litigation
costs.
In addition, under the
Settlement Agreement, the Company will indemnify and hold harmless the Defendants
and the Defendants will indemnify and hold harmless the Company from the claims
released upon the effective date of the Settlement Agreement for any costs or
expenses incurred in defending a claim asserted after the effective date of the
Settlement Agreement.
The foregoing does not
constitute a complete summary of the terms of the Settlement Agreement. The description of the terms of the
Settlement Agreement is qualified in its entirety by reference to such
agreement, a copy of which is filed herewith as Exhibit 10.1.
Note Purchase Agreement
Also on June 22,
2009, HI entered into a Note Purchase Agreement (the
Note Purchase Agreement
) with the Defendants,
pursuant to which the Defendants purchased the Notes from HI. The notes are senior unsecured obligations of
HI and are guaranteed by certain subsidiaries of HI named as guarantors (the
Subsidiary Guarantors
). The Notes were issued in a transaction exempt
from the registration requirements of the Securities Act of 1933 (the
Securities Act
).
The Notes will be
governed by an Indenture imposing certain limitations on the ability of HI and
its subsidiaries to, among other things, incur additional indebtedness, pay
dividends or make certain other restricted payments, enter into transactions
with affiliates, create dividend or other payment restrictions affecting
restricted subsidiaries and merge or consolidate with any other person, sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its assets or adopt a plan of liquidation.
The Notes bear interest
at the rate of 5½% per year payable semi-annually on June 30 and December 31
of each year, beginning on December 31, 2009. The Notes will mature on June 30, 2016. HI may redeem the Notes in
2
whole at any time or in
part from time to time, upon not less than 30 nor more than 60 days notice, at
a redemption price equal to the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of redemption.
Upon the occurrence of
certain change of control events, holders of the Notes will have the right to
require that HI purchase all or a portion (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of such holders Notes in cash pursuant to the
offer described by HI, at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
The foregoing does not
constitute a complete summary of the terms of the Note Purchase Agreement. The description of the terms of the Note
Purchase Agreement is qualified in its entirety by reference to such agreement,
the form of which is filed herewith as Exhibit 10.2.
Fourth
Amendment to Credit Agreement
Also on June 22,
2009, HI entered into a Fourth Amendment to Credit Agreement (the
Amendment
) with Deutsche Bank AG New York
Branch and Credit Suisse, Cayman Islands Branch, in their capacities as lenders
(collectively, the
Term Loan Lenders
)
, and Deutsche Bank AG New York Branch, as Administrative Agent, amending
certain terms of HIs existing senior secured credit facilities. The Amendment created a new tranche of dollar
denominated terms loans in an amount equal to $500,000,000 that matures on June 30,
2016 (the
Term Loan
).
Borrowings under the Term
Loan bear interest, at HIs option, at the prime rate plus 1.25% or LIBOR plus
2.25%. The Amendment did not create any
additional financial covenants or other restrictions with respect to the Term
Loan, though the existing covenants and restrictions under the senior secured
credit facilities apply to the Term Loan.
The foregoing does not
constitute a complete summary of the terms of the Amendment. The description of the terms of the Amendment
is qualified in its entirety by reference to such agreement, a copy of which is
filed herewith as Exhibit 10.3.
Registration
Rights Agreement
In connection with the
issuance of the Notes, HI, the Subsidiary Guarantors and the Defendants entered
into a Registration Rights Agreement (the
Registration
Rights Agreement
). If the
Notes are not freely tradable on the 366
th
day following the date on which the Indenture
Note is issued, HI and the Subsidiary Guarantors have agreed pursuant to the
Registration Rights Agreement to use their reasonable best efforts to cause an
exchange registration statement to become effective and to conduct offers to
exchange the Notes for new notes that are otherwise identical, except that the
issuance of such notes shall have been registered under the Securities
Act. If HI and the Subsidiary Guarantors
fail to consummate this exchange offer, they have agreed to use their
reasonable best efforts to cause a shelf registration statement covering resales
of the Notes to become effective.
The foregoing does not
constitute a complete summary of the terms of the Registration Rights
Agreement. The description of the terms
of the Registration Rights Agreement is qualified in its entirety by reference
to such agreement, the form of which is filed herewith as Exhibit 10.4.
Voting Agreement
On June 22, 2009, HI
and the Term Loan Lenders also entered into a Voting Agreement (the
Voting Agreement
), pursuant to which the
Term Loan Lenders are required to vote their interests with respect to any
proposed amendment, modification, supplement, waiver, discharge, termination or
other change to the senior secured credit facilities on a proportionate basis
in accordance with the vote of all other lenders. The Voting Agreement provides for certain
exceptions to the Term Loan Lenders obligations, including votes with respect
to matters that would change the maturities or principal amounts outstanding
under the senior secured credit facilities.
The foregoing does not constitute
a complete summary of the terms of the Voting Agreement. The description
3
of the terms of the Voting
Agreement is qualified in its entirety by reference to such agreement, a copy
of which is filed herewith as Exhibit 10.5.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K
with respect to the Note Purchase Agreement and the Term Loan is incorporated
by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 7.01 Regulation
FD Disclosure.
On June 23,
2009, the Company issued a press release announcing the Settlement
Agreement. A copy of this press release
is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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10.1
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Agreement of Compromise
and Settlement, dated as of June 22, 2009, by and among Huntsman Corporation
and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.
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10.2
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Form of Note Purchase
Agreement, dated as of June 22, 2009, by and among Huntsman
International LLC and Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc. (incorporated by reference to Exhibit B to
Exhibit 10.1 filed herewith).
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10.3
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Fourth Amendment to
Credit Agreement, dated as of June 22, 2009, by and among Huntsman
International LLC and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities
Inc.
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10.4
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Form of Registration
Rights Agreement dated as of June 23, 2009, by and among Huntsman
International LLC, the subsidiary guarantors party thereto and Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by
reference to Exhibit 3 to Exhibit 10.2 filed herewith).
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10.5
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Voting Agreement, dated
as of June 22, 2009, by and among Huntsman International LLC, Deutsche
Bank AG New York Branch and Credit Suisse, Cayman Islands Branch.
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99.1
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Press Release dated
June 23, 2009.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 23,
2009
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HUNTSMAN
CORPORATION
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HUNTSMAN
INTERNATIONAL LLC
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By:
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/s/ TROY M. KELLER
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Name:
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Troy M. Keller
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Title:
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Assistant Secretary
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INDEX
TO EXHIBITS
Exhibit Number
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Description
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10.1
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Agreement of Compromise
and Settlement, dated as of June 22, 2009, by and among Huntsman
Corporation and Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc.
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10.2
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Form of Note Purchase
Agreement, dated as of June 22, 2009, by and among Huntsman
International LLC and Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc. (incorporated by reference to Exhibit B to
Exhibit 10.1 filed herewith).
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10.3
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Fourth Amendment to
Credit Agreement, dated as of June 22, 2009, by and among Huntsman
International LLC and Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc.
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10.4
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Form of Registration
Rights Agreement dated as of June 23, 2009, by and among Huntsman
International LLC, the subsidiary guarantors party thereto and Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by
reference to Exhibit 3 to Exhibit 10.2 filed herewith).
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10.5
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Voting Agreement, dated
as of June 22, 2009, by and among Huntsman International LLC, Deutsche
Bank AG New York Branch and Credit Suisse, Cayman Islands Branch.
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99.1
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Press Release dated
June 23, 2009.
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