- Current report filing (8-K)
July 08 2009 - 4:31PM
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):
July 6,
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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|
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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.
Indenture
On July 6, 2009,
Huntsman International LLC (
HI
),
a wholly-owned subsidiary of Huntsman Corporation, entered into an indenture
(the
Indenture
), by and among
HI, the subsidiary guarantors named therein (the
Subsidiary Guarantors
) and Wilmington Trust FSB, a federal
savings bank, as trustee, under which it issued $600,000,000 aggregate
principal amount of its 5
1
/
2
% Senior Notes due 2016 (the
Notes
).
The Notes were issued in exchange for the same principal amount of HIs
notes having substantially identical terms, which had been issued in temporary
form on June 23, 2009 pursuant to the previously disclosed Note Purchase
Agreement by and among HI, Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc. The issuance of the
Notes under the Indenture by HI satisfied in full its obligation under the Note
Purchase Agreement to exchange the temporary notes for notes issued pursuant to
the Indenture.
The Notes are senior
unsecured obligations of HI and are guaranteed by the Subsidiary
Guarantors. The Notes were issued in a
transaction exempt from the registration requirements of the Securities Act of
1933.
The Indenture imposes 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 5
1
/
2
%
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 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 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 Indenture. The description of the terms of the Indenture
is qualified in its entirety by reference to such agreement, which is filed
herewith as Exhibit 4.1.
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
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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4.1
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Indenture, dated as of
July 6, 2009, by and among Huntsman International LLC, the subsidiary
guarantors named therein and Wilmington Trust FSB, a federal savings bank, as
trustee.
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|
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4.2
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Form of 5
1
/
2
% Senior
Note due 2016 (included as Exhibit A to Exhibit 4.1).
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4.3
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Form of Guarantee
(included as Exhibit E to Exhibit 4.1).
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2
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: July 8, 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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3
INDEX
TO EXHIBITS
Exhibit Number
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Description
|
4.1
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|
Indenture, dated as of
July 6, 2009, by and among Huntsman International LLC, the subsidiary
guarantors named therein and Wilmington Trust FSB, a federal savings bank, as
trustee.
|
|
|
|
4.2
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|
Form of 5
1
/
2
% Senior
Note due 2016 (included as Exhibit A to Exhibit 4.1).
|
|
|
|
4.3
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|
Form of Guarantee
(included as Exhibit E to Exhibit 4.1).
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4
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