- Current report filing (8-K)
November 15 2010 - 4:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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,
2010
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
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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
obligations 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.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
Notes and Indenture
On
November 12, 2010, Huntsman International LLC (
HI
), a wholly-owned subsidiary of Huntsman Corporation,
pursuant to an indenture entered into on September 24, 2010 (the
Indenture
), by and among HI, the subsidiary
guarantors named therein (the
Subsidiary
Guarantors
) and Wells Fargo Bank, National Association, a national
banking association, as trustee, issued $180,000,000 aggregate principal amount
of its 8 5/8% Senior Subordinated Notes due 2021 (the
Notes
). The Notes were sold pursuant to a purchase
agreement by and among HI, the Subsidiary Guarantors, and the initial purchaser
party thereto (the
Initial Purchaser
).
HI intends to use the proceeds to repurchase all of its 7 7/8% Senior Subordinated
Notes due 2014, for which it has issued conditional call notices.
The Notes are general unsecured
senior subordinated obligations of HI and are guaranteed on a general unsecured
senior subordinated basis 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 8 5/8% per year payable semi-annually on March 15 and
September 15, beginning on March 15, 2011. The Notes will
mature on March 15, 2021. HI may redeem the Notes in whole or in
part at any time on or after September 15, 2015, at certain specified
redemption prices. HI may redeem the Notes in whole or in part prior to
September 15, 2015 at a price equal to 100% of the principal amount
thereof plus a make-whole premium. At any time prior to
September 15, 2013, HI may redeem up to 40% of the aggregate principal
amount of the Notes with the net cash proceeds of certain equity offerings.
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 at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of repurchase.
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, incorporated by reference to Exhibit 4.1 to our current report
on Form 8-K filed on September 30, 2010.
Registration Rights Agreement
In connection with the issuance of
the Notes, HI, the Subsidiary Guarantors and the Initial Purchaser entered into
a Registration Rights Agreement (the
Registration
Rights Agreement
). HI and the Subsidiary Guarantors have
agreed pursuant to the Registration Rights Agreement to use their reasonable
best efforts to file and cause an exchange offer registration statement to
become effective no later than August 9, 2011 and to conduct an exchange
offer within 45 days of August 9, 2011 to exchange the Notes for new,
freely tradable notes that are substantially identical in all material
respects, except that the new notes will not contain terms with respect to
transfer restrictions or special interest payments. Such exchange offer
will be held open for at least twenty business days. 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
registering resales of the Notes to become effective and to remain effective
until the earlier of two years following the effective date or such time as the
notes are no longer required to be registered pursuant to the Registration Rights
Agreement.
2
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 10.1.
3
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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Registration Rights Agreement,
dated as of November 12, 2010, by and among Huntsman International LLC,
the subsidiary guarantors named therein and Citigroup Global Markets Inc.
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4
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.
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HUNTSMAN CORPORATION
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HUNTSMAN INTERNATIONAL LLC
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/s/ John R. Heskett
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John R. Heskett
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Vice President,
Planning and Treasurer
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Dated: November 15, 2010
5
INDEX TO
EXHIBITS
Exhibit Number
|
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Description
|
10.1
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|
Registration Rights Agreement,
dated as of November 12, 2010, by and among Huntsman International LLC,
the subsidiary guarantors named therein and Citigroup Global Markets Inc.
|
6
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