Obligation Hexon Inc 10% ( US42829LAC81 ) en USD

Hexon Inc

100 % ⇌

Etas-Unis

US42829LAC81 ( en USD )

10% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

15/04/2020 - Obligation échue

Prospectus brochure de l'obligation Hexion Inc US42829LAC81 en USD 10%, échue

2 000 USD

315 000 000 USD

42829LAC8

D ( En défaut )

Hexion Inc. est une société mondiale de produits chimiques de spécialité produisant des résines, des adhésifs et des produits chimiques utilisés dans diverses industries, notamment l'automobile, la construction et l'aérospatiale.

L'Obligation émise par Hexon Inc ( Etas-Unis ) , en USD, avec le code ISIN US42829LAC81, paye un coupon de 10% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2020

L'Obligation émise par Hexon Inc ( Etas-Unis ) , en USD, avec le code ISIN US42829LAC81, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Hexon Inc ( Etas-Unis ) , en USD, avec le code ISIN US42829LAC81, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

424(B)(3)
424B3 1 d914717d424b3.htm 424(B)(3)
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Number 333-203730

PROSPECTUS

Hexion Inc.
Exchange Offer for $315,000,000
10.00% First-Priority Senior Secured Notes due 2020 and Related Guarantees
The Notes and the Guarantees

· We are offering to exchange $315,000,000 of our outstanding 10.00% First-Priority Senior Secured Notes due 2020 and certain related
guarantees, which were issued on April 15, 2015 and which we refer to collectively as the "initial notes," for a like aggregate amount of

our registered 10.00% 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 April 15, 2015. 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 October 15, 2015, at a rate of 10.00% per annum, to holders of record on the April 1 or
October 1 immediately preceding the interest payment date.

· The exchange notes will be issued by Hexion Inc. (formerly known as Momentive Specialty Chemicals Inc., the "Issuer"). The exchange
notes will be senior obligations of the Issuer and will be guaranteed on a senior secured basis by the Issuer's existing domestic

subsidiaries that guarantee obligations under its ABL Facility and its future domestic subsidiaries that guarantee any debt of the Issuer or
the guarantors.

· The exchange notes and 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 ABL Facility is secured by, among other things, first-
priority liens on the ABL Priority Collateral and by second-priority liens on the Notes Priority Collateral, in each case as described
herein. See "Description of the Notes--Security for the Notes." The notes and guarantees will rank equally in right of payment with all
of our and the guarantors' senior indebtedness and senior to all of our and the guarantors' subordinated indebtedness.
Terms of the Exchange Offer

· It will expire at 5:00 p.m., New York City time, on June 9, 2015, 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
25.
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 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
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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 May 11, 2015.

Table of Contents
TABLE OF CONTENTS

Page
MARKET AND INDUSTRY DATA AND FORECASTS

ii
PROSPECTUS SUMMARY

1
RISK FACTORS
25
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
54
USE OF PROCEEDS
56
CAPITALIZATION
57
UNAUDITED PRO FORMA FINANCIAL INFORMATION
58
COVENANT COMPLIANCE
61
SELECTED HISTORICAL FINANCIAL AND OTHER INFORMATION
63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
64
BUSINESS
91
MANAGEMENT
106
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
134
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
137
DESCRIPTION OF OTHER INDEBTEDNESS
143
THE EXCHANGE OFFER
150
DESCRIPTION OF THE NOTES
160
U.S. FEDERAL INCOME TAX CONSIDERATIONS
239
PLAN OF DISTRIBUTION
245
LEGAL MATTERS
246
EXPERTS
246
WHERE YOU CAN FIND MORE INFORMATION
246
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

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.

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Until August 9, 2015 (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 Hexion Inc. and the Notes contained elsewhere in this prospectus. This summary 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 "Hexion," the "Company," "we," "us" and "our" refer to Hexion Inc. and its
subsidiaries and (ii) all references to "Issuers" refer to Hexion Inc. and Hexion Nova Scotia Finance, ULC (a wholly owned subsidiary of
Hexion Inc.), the Co-Issuers of the Notes, and their successors.
Overview
Hexion Inc. (formerly known as Momentive Specialty Chemicals Inc., "Hexion"), a New Jersey corporation with predecessors dating
from 1899, 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 in virtually all paints, coatings, glues and other adhesives produced for consumer or industrial
uses. The type of thermoset used, and how it is formulated, applied and cured, determines its key attributes, such as durability, gloss, heat
resistance, adhesion, or strength of the final product. Thermosetting resins include materials such as phenolic resins, epoxy resins, polyester
resins, acrylic resins and urethane resins.
Our direct parent is Hexion LLC (formerly known as Momentive Specialty Chemicals Holdings LLC), a holding company and wholly
owned subsidiary of Hexion Holdings LLC (formerly known as Momentive Performance Materials Holdings LLC, "Hexion Holdings"), the
ultimate parent entity of Hexion. Hexion Holdings is controlled by investment 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.
Our business is organized based on the products that we offer and the markets that we serve. At December 31, 2014, we had two
reportable segments: Epoxy, Phenolic and Coating Resins and Forest Products Resins.
Our Business
We have a broad range of thermoset resin technologies in our industry, with high quality research, applications development and
technical service capabilities. 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, composites and automotive coatings. Major industry sectors that we serve include industrial/marine,
construction, consumer/durable goods, automotive, wind energy, aviation, electronics, architectural, civil engineering, repair/remodeling,
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graphic arts and oil and gas field support. The diversity of our products limits our dependence on any one market or end-use. We have a
history of product innovation and success in introducing new products to new markets, as evidenced by more than 1,500 patents, the majority
of which relate to the development of new products and manufacturing processes.
As of December 31, 2014, we had 63 active production sites around the world. Through our worldwide network of strategically located
production facilities, we serve more than 5,200 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 a broad range of product
solutions. As a result of our

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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, Akzo Nobel, BASF, Bayer, Dow, EP Energy, GE, Louisiana Pacific,
Monsanto, Owens Corning, PPG Industries, Valspar and Weyerhaeuser.
The table below illustrates our net sales to external customers for the year ended December 31, 2014 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
2014 Net Sales

$3.3 billion

$1.9 billion
Major Products
· Epoxy specialty resins
· Forest product resins and formaldehyde applications
· Phenolic encapsulated substrates
· Versatic acids and derivatives
· Basic epoxy resins and intermediates
· Phenolic specialty resins and molding compounds
· Polyester resins
· Acrylic resins
· Vinylic resins

Major Industries
· Wind Energy
· Home building and maintenance
Served
· Energy: 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

Core End-Use
· Oil and gas field proppants
· Commercial and residential construction
Markets
· Wind energy
· Plywood, particleboard, medium-density fiberboard
· Auto coatings and friction materials
· ("MDF"), oriented strand board ("OSB")
· Marine and industrial coatings
Furniture
· Electronics
Agrochemical
· Commercial and residential construction
· 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 2014.

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Epoxy, Phenolic and Coating Resins
We are a leading producer 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.
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. For example, we are
currently expanding our forest products resins manufacturing capacity in Brazil and are constructing two new formaldehyde plants in North
America.
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

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earnings growth. Approximately 21%, 23% and 19% of our 2014, 2013 and 2012 net sales, respectively, were from products developed with
in the last five years. In 2014, 2013 and 2012, we invested $72 million, $73 million and $69 million, respectively, in research and
development.
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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, we believe this will become a larger
part of our broader portfolio.
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.
For example, in early 2014, we acquired a manufacturing facility in Shreveport, Louisiana, which increased our capacity to provide resin
coated proppants to our customers in this region, which has a high concentration of shale and natural gas wells. Additionally, we are party to a
joint venture that manufactures phenolic specialty resins in China, which became operational in late 2014, giving us phenolic specialty resin
manufacturing capacity to serve the automotive, industrial and construction markets in this high-growth region.
Leverage Cost Savings from Sharing Functional Resources and Capabilities. The Shared Services Agreement with Momentive
Performance Materials Inc. ("MPM") (which, from October 1, 2010 through October 24, 2014, was a subsidiary of Hexion Holdings) has
resulted in significant synergies for us, including logistics optimization, best-of-source contractual terms, procurement savings, regional site
rationalization and administrative and overhead savings. As of December 31, 2014, we have realized cumulative cost savings of $64 million as
a result of the Shared Services Agreement. The Shared Services Agreement remains in place between us and MPM following completion of
MPM's balance sheet restructuring, and both companies will benefit from the optimized cost structure and services that it provides.
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. In addition, due to our net operating loss carryforwards in certain
jurisdictions, our cash tax requirements are minimal. Our strategy of generating significant free cash flow and deleveraging is also
complimented by our long-dated capital structure, with no significant short-term maturities and our strong liquidity position. Additionally, we
have demonstrated expertise in efficiently managing our working capital, and will also opportunistically pursue sales of miscellaneous and idle
assets. 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 December 31, 2014, as adjusted for the Financing Transactions (as defined below), we had approximately $4.1 billion of

consolidated outstanding indebtedness. Our substantial debt could adversely affect our operations and prevent us from satisfying
our obligations under our debt obligations. Based on interest rates as of December 31, 2014, as adjusted for the Financing

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Transactions, our annualized cash interest expense is projected to be approximately $322 million based on consolidated

indebtedness;

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

operations and financial condition;

· We have achieved significant cost savings as a result of the Shared Services Agreement with MPM. If the Shared Services
Agreement is terminated or further amended, if we have material disputes with MPM regarding it Implementation, or if we are

unable to implement new initiatives under the amended agreement, it could have a material adverse effect on our business
operations, results of operations, 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."
Recent Developments
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Issuance of New First-Priority Senior Secured Notes
On April 15, 2015, Hexion issued $315 million aggregate principal amount of the notes at an issue price of 100.00%. We used
approximately $40 million of the net proceeds to redeem or repay all of our outstanding 8 3/8% Sinking Fund Debentures due 2016 (the "2016
Debentures") and used the remaining net proceeds to repay in full all amounts outstanding under our senior secured asset-based revolving
credit facility (the "ABL Facility") and for general corporate purposes.
Amendment to ABL Facility
In addition to availability in the United States, the ABL Facility currently permits borrowings by certain of our Canadian, Dutch and
U.K. subsidiaries, and it permits assets of certain of our Canadian, Dutch and U.K. subsidiaries to be included in the global borrowing base (in
the case of Dutch and U.K. subsidiaries, such assets are capped at the greater of 50% of the total commitments and 50% of the borrowing base
of the borrowers under the ABL Facility). We have received commitments from the necessary lenders to amend our ABL Facility (the "ABL
Amendment") in order to (i) add one of our German subsidiaries as a borrower and certain of our German subsidiaries as guarantors and
(ii) expand our borrowing base to include an amount equal to 80% of the net orderly liquidation value in place of eligible machinery and
equipment and 75% of the appraised fair market value of eligible real property of the borrowers and guarantors in Germany, England and
Wales, the Netherlands and Canada, subject to customary reserves and with such components capped at the lesser of 20% of the total
commitments and 20% of the borrowing base of the borrowers. The availability for our U.S. borrower will continue to be limited to the
borrowing base of our U.S. borrower and guarantors. Additionally, the borrowing base of our new German borrower will be included in the
aforesaid cap that currently limits the borrowing base of our Dutch and U.K. borrowers to the greater of 50% of the total commitments and
50% of the borrowing base, and the borrowing base of the Dutch borrower in respect of such machinery, equipment and real property shall not
exceed 50% of the aggregate amount that such components constitute of the total borrowing base of the borrowers.
While the valuation of the machinery, equipment and real property will be subject to appraisals, we estimate that, with the addition of the
German borrower and guarantors and the foreign machinery, equipment and real property, our borrowing base would have increased at
December 31, 2014 from $363 million to an amount that

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would permit access to the entire $400 million size of the ABL Facility. Completion of the amendment is subject to execution of definitive
documentation and customary closing conditions. We cannot assure you that we will complete such amendment or that, if we do, the appraised
value of the machinery, equipment and real property will be sufficient to increase our borrowing base as contemplated.
Financing Transactions
As used in this prospectus, the term "Financing Transactions" refers collectively to (i) the offering of the notes, (ii) the use of proceeds
therefrom, including the redemption or repayment of the 2016 Debentures, (iii) the repayment in full of all amounts outstanding under the ABL
Facility and (iv) the ABL Amendment.

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Organizational Structure
The chart below is a summary of the organizational structure of Hexion and illustrates the long-term debt outstanding as of December 31,
2014, as adjusted for the Financing Transactions.

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(1)
Total availability of $400 million, subject to borrowing base availability, of which approximately $363 million was available for
borrowings as of December 31, 2014, after giving effect to $37 million of outstanding letters of credit. See "--Recent Developments--
Amendments to ABL Facility." The ABL Facility covenants include a fixed charge coverage ratio of 1.0 to 1.0 that will only apply if our
availability is less than the greater of (a) 12.5% of the lesser of the borrowing base and the total ABL Facility commitments at such time
and (b) $40 million.
(2)
Certain of our non-U.S. subsidiaries are borrowers, or provide guarantees, under the ABL Facility but do not guarantee the notes.
(3)
The 8.875% Senior Secured Notes due 2018 (the "Senior Secured Notes") are secured by junior liens on the collateral. Includes
$200 million of Senior Secured Notes issued in January 2013.
(4)
Direct and indirect ownership.

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(5)
Hexion Nova Scotia Finance, ULC, an additional co-issuer of the Senior Secured Notes and the 9.00% Second-Priority Senior Secured
Notes due 2020 (the "Second Lien Notes"), has no material assets or operations and the indenture will restrict it from having any assets
or operations, in each case other than intercompany obligations. It is not an obligor on the 6.625% First-Priority Senior Secured Notes
due 2020 (the "First Lien Notes") or the notes.
(6)
Indirect ownership.
Additional Information
Hexion is a New Jersey corporation, with predecessors dating back to 1899. Our principal executive offices are located at 180 East
Broad Street, Columbus, Ohio 43215. Our telephone number is (614) 225-4000. We maintain a website at www.hexion.com where general
information about our business is available. The internet address is provided for informational purposes only and is not intended to be a
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hyperlink. Accordingly, the information contained on our website is not a part of this prospectus.
Our Equity Sponsor
Apollo Global Management, LLC is a leading global alternative investment manager with offices in New York, Los Angeles, Houston,
Bethesda, Toronto, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. As of December 31, 2014, Apollo had assets under
management of approximately $160 billion invested in its private equity, capital markets and real estate businesses. Apollo may also be
referred to as our owner.

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Summary of the Exchange Offer
In connection with the closing of the offering of the initial notes, we entered into a registration rights agreement (as more fully described
below) with the initial purchasers of the initial notes. You are entitled to exchange in the exchange offer your initial notes for exchange notes
which are identical in all material respects to the initial notes except that:

· the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with

us;

· the exchange notes are not entitled to the registration rights applicable to the initial notes under the registration rights agreement;

and

· our obligation to pay additional interest on the initial notes due to the failure to consummate the exchange offer by a prior date does

not apply to the exchange notes.

Exchange Offer
We are offering to exchange up to $315,000,000 aggregate principal amount of our
exchange notes for a like aggregate principal amount of our initial notes. In order to
exchange your initial notes, you must properly tender them and we must accept your
tender. We will exchange all outstanding initial notes that are validly tendered and not
validly withdrawn. Initial notes may be exchanged only in denominations of $2,000 and
integral multiples of $1,000.

Expiration Date
This exchange offer will expire at 5:00 p.m., New York City time, on June 9, 2015,
unless we decide to extend it.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, some of which we may waive,
that include the following conditions:

· there is no change in the laws and regulations which would impair our ability to

proceed with this exchange offer;

· there is no change in the current interpretation of the staff of the SEC permitting

resales of the exchange notes;

· there is no stop order issued by the SEC which would suspend the effectiveness of

the registration statement which includes this prospectus or the qualification of the
exchange notes under the Trust Indenture Act of 1939;

· there is no litigation or threatened litigation which would impair our ability to

proceed with this exchange offer; and

· we obtain all the governmental approvals we deem necessary to complete this

exchange offer.

Please refer to the section in this prospectus entitled "The Exchange Offer--Conditions

to the Exchange Offer."

Procedures for Tendering Initial Notes
To participate in this exchange offer, you must complete, sign and date the letter of
transmittal or its facsimile and transmit it, together with your initial notes to be
exchanged and all other documents required by the letter of transmittal, to Wilmington
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424(B)(3)
Trust, National Association, as exchange agent, at its address indicated under "The

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Exchange Offer--Exchange Agent." In the alternative, you can tender your initial notes
by book-entry delivery following the procedures described in this prospectus. For more

information on tendering your notes, please refer to the section in this prospectus
entitled "The Exchange Offer--Procedures for Tendering Initial Notes."

Special Procedures for Beneficial Owners
If you are a beneficial owner of initial notes that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender your
initial notes in the exchange offer, you should contact the registered holder promptly
and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures
If you wish to tender your initial notes and you cannot get the required documents to the
exchange agent on time, you may tender your notes by using the guaranteed delivery
procedures described under the section of this prospectus entitled "The Exchange Offer
--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure."

Withdrawal Rights
You may withdraw the tender of your initial notes at any time before 5:00 p.m.,
New York City time, on the expiration date of the exchange offer. To withdraw, you
must send a written or facsimile transmission notice of withdrawal to the exchange agent
at its address indicated under "The Exchange Offer--Exchange Agent" before 5:00
p.m., New York City time, on the expiration date of the exchange offer.

Acceptance of Initial Notes and Delivery of ExchangeIf all the conditions to the completion of this exchange offer are satisfied, we will accept
Notes
any and all initial notes that are properly tendered in this exchange offer on or before
5:00 p.m., New York City time, on the expiration date. We will return any initial note
that we do not accept for exchange to you without expense promptly after the expiration
date. We will deliver the exchange notes to you promptly after the expiration date and
acceptance of your initial notes for exchange. Please refer to the section in this
prospectus entitled "The Exchange Offer--Acceptance of Initial Notes for Exchange;
Delivery of Exchange Notes."

Federal Income Tax Considerations Relating to the
Exchanging your initial notes for exchange notes will not be a taxable event to you for
Exchange Offer
U.S. federal income tax purposes. Please refer to the section of this prospectus entitled
"U.S. Federal Income Tax Considerations."

Exchange Agent
Wilmington Trust, National Association is serving as exchange agent in the exchange
offer.

Fees and Expenses
We will pay all expenses related to this exchange offer. Please refer to the section of this
prospectus entitled "The Exchange Offer--Fees and Expenses."

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Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes. We are
making this exchange offer solely to satisfy certain of our obligations under our
registration rights agreement entered into in connection with the offering of the initial
notes.

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