Obligation Hexion Inc 8.875% ( US428303AJ06 ) en USD

Hexion Inc

100 % ▲

Etas-Unis

US428303AJ06 ( en USD )

8.875% par an ( paiement semestriel )

01/02/2018 - Obligation échue

Prospectus brochure de l'obligation Hexion Inc US428303AJ06 en USD 8.875%, échue

2 000 USD

1 145 000 000 USD

428303AJ0

CCC ( Ultra spéculatif )

Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )

L'Obligation émise par Hexion Inc ( Etas-Unis ) , en USD, avec le code ISIN US428303AJ06, paye un coupon de 8.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2018

L'Obligation émise par Hexion Inc ( Etas-Unis ) , en USD, avec le code ISIN US428303AJ06, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par Hexion Inc ( Etas-Unis ) , en USD, avec le code ISIN US428303AJ06, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
Page 1 of 275
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
File Pursuant to Rule 424(b)(3)
Registration No. 333-165773
PROSPECTUS

Offer to Exchange
$1,000,000,000 aggregate principal amount of the Registrants' 8.875% Senior Secured Notes Due 2018 and the
guarantees thereof, which have been registered under the Securities Act of 1933 for $1,000,000,000 aggregate
principal amount of the Registrants' outstanding 8.875% Senior Secured Notes Due 2018 and the guarantees thereof.
We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of
transmittal (which together constitute the "exchange offer"), to exchange up to $1,000,000,000 aggregate principal amount of
our registered 8.875% Senior Secured Notes Due 2018 and the guarantees thereof, which we refer to as our exchange notes,
for a like principal amount of our outstanding 8.875% Senior Secured Notes Due 2018 and the guarantees thereof, which we
refer to as our old notes. We refer to the old notes and the exchange notes collectively as the "notes". The terms of the
exchange notes and the guarantees thereof are identical to the terms of the old notes and the guarantees thereof in all material
respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating
to the old notes. Each of the notes are irrevocably and unconditionally guaranteed by Hexion Specialty Chemicals, Inc. and
certain of its domestic subsidiaries which guarantee its obligations under the senior secured credit facilities.
We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m.,
New York City time, on June 7, 2010, unless extended.
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 (i) has not entered into any arrangement or understanding with the Issuers (as defined below) or an affiliate of the
Issuers to distribute such exchange notes and (ii) will deliver a prospectus in connection with any resale of such exchange
notes. The letter of transmittal states that by so acknowledging and 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, or 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 old notes where such old notes were acquired by such 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
consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 24 of this prospectus for a discussion of certain risks that you should consider
before participating in this exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 7, 2010.
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TABLE OF CONTENTS

Page

Page
PROSPECTUS SUMMARY

1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
RISK FACTORS

24
OWNERS AND MANAGEMENT

132
CAUTIONARY STATEMENT CONCERNING FORWARD-
CERTAIN RELATIONSHIPS AND RELATED PARTY
LOOKING STATEMENTS

43
TRANSACTIONS

134
MARKET AND INDUSTRY DATA AND FORECASTS

45
DESCRIPTION OF OTHER INDEBTEDNESS

136
THE EXCHANGE OFFER

46
DESCRIPTION OF THE NOTES

142
USE OF PROCEEDS

56
MATERIAL TAX CONSEQUENCES

210
CAPITALIZATION

57
PLAN OF DISTRIBUTION

212
UNAUDITED PRO FORMA FINANCIAL INFORMATION
58
LEGAL MATTERS

213
SELECTED HISTORICAL FINANCIAL AND OTHER
EXPERTS

213
INFORMATION

63
WHERE YOU CAN FIND MORE INFORMATION

213
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL
FINANCIAL CONDITION AND RESULTS OF
LIABILITIES

214
OPERATIONS

66
EXCHANGE RATE DATA

215
BUSINESS

94
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
MANAGEMENT

109

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, or 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 August 5, 2010 (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.

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PROSPECTUS SUMMARY
This summary highlights information about Hexion Specialty Chemicals, Inc. and the notes contained elsewhere in
this prospectus. It 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 "Hexion," "the Company," "we," "us" and "our" refer to Hexion Specialty Chemicals, Inc.
and its subsidiaries and (ii) all references to "Issuers" refer to Hexion U.S. Finance Corp. and Hexion Nova Scotia
Finance, ULC, the co-issuers of the notes, and their successors, each of which are wholly owned subsidiaries of Hexion
Specialty Chemicals, Inc.
Overview
Hexion Specialty Chemicals, Inc., 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, alkyd resins and urethane resins.
As of December 31, 2009, we had 91 production sites around the world. Through our worldwide network of
strategically located production facilities, we serve more than 7,600 customers in over 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 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, Sun Chemicals, Valspar and Weyerhaeuser.
Our Business
We are a large participant in the specialty chemicals industry. Thermosetting resins are generally considered
specialty chemical products because they are sold primarily on the basis of performance, technical support, product
innovation and customer service. 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 and automotive coatings, as well as higher growth
markets, such as composites and electrical components. 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. 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 1,600 patents, the majority of which relate to the development of new products and
processes for manufacturing.

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The table below illustrates our net sales to external customers for the year ended December 31, 2009 as well as the
major products lines, major industry sectors served, major end-use markets and key differentiating characteristics relative
to our products.

2009 Net Sales

·$4.0 billion
Major Products
·Epoxy specialty resins
·Basic epoxy resins and intermediates
·Versatic acids and derivatives
·Phenolic Specialty Resins and Molding compounds
·Formaldehyde based resins and intermediates
·Polyester resins
·Composite resins
·Alkyd resins
·Acrylic resins
·Vinylic resins
·Inks and adhesives resins and additives

·Phenolic encapsulated substrates
Major Industry Sectors Served
·Chemical manufacturing
·Transportation and industrial
·Electrical equipment and appliances
·Wind Energy
·Oil and gas field support
·Marine and recreational (boats, RVs)
·Wood products and furniture
·Repair/remodeling
·Home building and maintenance
·Printing

·Graphic arts
Major End-Use Markets
·Specialty coatings and composites
·Construction and maintenance coatings
·Marine and industrial coatings
·Carbon and glass fiber composites
·Auto coatings
·Decorative paints
·Oil and gas field proppants
·Electrical components
·Construction
·Foundry
·Plywood, particleboard, medium-density fiberboard ("MDF"), oriented
strand board ("OSB")
·Furniture
·Automotive friction materials

·Printing inks
Key Characteristics of Resins
·Strength
·Adhesion
·Resistance (heat, water, electricity)
·Durability
·Gloss and color retention
·Resistance (water, UV, corrosion, temperature)

·Strength

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Our business is organized based on the products that we offer and the markets that we serve. At December 31, 2009,
we had four reportable segments: Epoxy and Phenolic Resins, Formaldehyde and Forest Products Resins, Coatings and
Inks, and Performance Products.
Epoxy & Phenolic Resins Segment
2009 Net Sales: $1,702 million

·
Epoxy Specialty Resins. We are a leading producer of epoxy specialty resins in Europe and the United States.
Epoxy resins are the fundamental component of many types of materials and are often used in the automotive,
aerospace and electronics industries due to their unparalleled strength and durability. Our position in basic

epoxy resins, along with our technology and service expertise, have enabled us to offer formulated specialty
products in certain markets. Our specialty epoxy products are used either as replacements for traditional
materials, such as metal, wood, clay, glass, stone, ceramics and natural fibers, or in applications where
traditional materials do not meet demanding engineering specifications.
We are a leading producer of resins that are used in composites. Composites are a fast-growing class of
materials that are used in a wide variety of applications ranging from aircraft components and windmill blades
to sports equipment. We supply composite epoxy resins to fabricators in the aerospace, sporting goods and pipe
markets.
Epoxy specialty resins are also used for a variety of high-end coating applications that require the superior
strength and durability of epoxy, such as protective coatings for industrial and domestic flooring, pipe, marine
and construction applications, and appliance and automotive coatings. 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. We also leverage our resin and additives position to supply custom
resins to specialty coatings formulators.

·
Basic Epoxy Resins and Intermediates. We are one of the world's largest suppliers of basic epoxy resins, such
as solid epoxy resin ("SER") and liquid epoxy resin ("LER"). These base epoxies are used in a wide variety of
industrial coatings applications. We internally consume approximately 40% of our LER production in our
specialty composite and adhesive formulation applications, giving us a competitive advantage versus our non-

integrated competitors. In addition, we are a major producer of bisphenol-A ("BPA") and epichlorohydrin
("ECH"), key precursors in the downstream manufacture of basic epoxy resins and epoxy specialty resins. We
internally consume the majority of our BPA, and virtually all of our ECH, giving us a competitive advantage
versus our non-integrated competitors.

·
Versatic Acids and Derivatives. We are the world's largest producer of versatic acids and derivatives. Versatic
acids and derivatives are specialty monomers that provide significant performance advantages for finished
coatings, including superior adhesion, hydrolytic stability, water resistance and appearance and ease of

application. Our products include basic versatic acids and derivatives sold under the VersaticTM, VEOVA an
®
d
CARDURA names. App
®
lications for versatic acids include decorative, automotive and protective coatings as
well as other uses, such as pharmaceuticals and personal care products. We manufacture versatic acids and
derivatives using our integrated manufacturing sites and our internally produced ECH.

·
Phenolic Specialty Resins and Molding Compounds. We are one of the leading producers of phenolic specialty
resins, which are used in applications that require extreme heat resistance and strength, such as after-market
automotive and original equipment manufacturing ("OEM") truck brake pads, filtration, aircraft components

and electrical laminates. These products are sold under globally recognized brand names such as BORDEN,
BAKELITE, DURITE and CELLOBOND. Our phenolic specialty resins are also known for their binding
qualities and used widely in the production of mineral wool and glass wool used for commercial and domestic
insulation applications.

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Formaldehyde and Forest Product Resins Segment
2009 Net Sales: $1,184 million

·
Formaldehyde Based Resins and Intermediates. We are the leading producer of formaldehyde-based resins for
the North American forest products industry, and also hold significant positions in Europe, Latin America and
Australia. Formaldehyde-based resins, also known as forest product resins, are a key adhesive and binding
ingredient used in the production of a wide variety of engineered lumber products, including MDF, OSB,

oriented strand lumber ("OSL") and various types of plywood and laminated veneer lumber ("LVL"). These
products are used in a wide range of applications in the construction, remodeling and furniture industries.
Forest product resins have relatively short shelf lives and as such, our manufacturing facilities are strategically
located in close proximity to our customers.
In addition, we are the world's largest producer of formaldehyde, a key raw material used to manufacture
thousands of other chemicals and products, including the manufacture of methylene diphenyl diisocyanate
("MDI"). We internally consume the majority of our formaldehyde production in the production of forest
product resins, giving us a competitive advantage versus our non-integrated competitors.
We are currently expanding our formaldehyde and forest products resins businesses in select regions where we
believe there are prospects for growth. We recently completed the construction of a new manufacturing facility
in Montenegro, Brazil, which began operations in the first quarter of 2010, and will serve the southern Brazil
formaldehyde and forest products markets. In addition, our forest products joint venture in Russia, which began
limited operations in the fourth quarter of 2009 and is awaiting final commissioning, will allow us to capitalize
on growth opportunities in both Russia and Eastern Europe.
Coatings & Inks Segment
2009 Net Sales: $888 million

·
Polyester Resins. We are a leading supplier of polyester resins in North America and are also one of the major
producers of powder polyesters in Europe. We provide liquid and powder custom polyester resins to customers

for use in industrial coatings that require specific properties, such as gloss and color retention, resistance to
corrosion and flexibility. Polyester coatings are typically used in building construction, transportation,
automotive, machinery, appliances and metal office furniture.

·
Composite Resins. We manufacture composite resins from unsaturated polyester resins ("UPR"), which are

generally combined with fiberglass to produce cost-effective finished structural parts for applications ranging
from boat hulls and recreational vehicles to bathroom fixtures.

·
Alkyd Resins. We hold a leading position in alkyd resins in North America. We provide alkyd resins to
customers who manufacture professional grade paints and coatings. Alkyd resins are formulated and
engineered according to customer specifications, and can be modified with other raw materials to improve
performance. Applications include industrial coatings (protective coatings used on machinery, metal coil,

equipment, tools and furniture), special purpose coatings (highway-striping paints, automotive refinish coatings
and industrial maintenance coatings) and decorative paints (house paint and deck stains). Our alkyd resins
business shares an integrated production platform with our polyester resins business, which enables flexible
sourcing, plant production balancing and improved economies of scale.

·
Acrylic Resins. We are a significant supplier of water-based and solvent-based acrylic resins in Europe and
North America. Acrylic resins are supplied as either acrylic homopolymers or as resins incorporating various

comonomers that modify performance or cost. Water based acrylic homopolymers are used in interior trim
paints and exterior applications where color, gloss retention

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and weathering protection are critical. Styrene is widely used as a modifying comonomer in our water-based
acrylic resins. Styrene-acrylic copolymers are mainly used where high hydrophobicity and alkali resistance are

required. In addition, we produce a wide range of specialty solution acrylic resins for marine and maintenance
paints, and automotive topcoats.
We are also a producer of acrylic monomer in Europe, the key raw material in our acrylic resins. This ability to
internally produce a key raw material gives us a cost advantage and ensures us adequate supply.

·
Vinylic Resins. We are a supplier of water-based vinylic resins in Europe, North and South America. Vinylic
resins might be either simple homopolymers of vinyl acetate or copolymers with acrylic, olefin, or other vinylic
monomers to improve performance. A significant part of the vinylic resins we produce are spray dried to

produce redispersible powders. We produce a wide range of specialty homopolymer and copolymer based
powdered resins that are subsequently redispersed in water for primary applications in the building and
construction market.

·
Inks and Adhesives Resins and Additives. We are one of the world's largest producers of ink resins and
associated products. Ink resins are used to apply ink to a variety of different substrates, including paper,
cardboard, metal foil and plastic. We provide resins, liquid components and additives to customers who

formulate inks for a variety of substrates and printing processes. Our products offer performance enhancements
such as durability, printability, substrate application, drying speed and security. Typical end-use applications
include brochures, newspapers, magazines, food packages, beverage cans and flexible packaging. We are also a
provider of formulated UV-cured coatings and inks.
In addition, we are a leading manufacturer of adhesive resins used in the production of pressure sensitive
adhesives for ultimate production of tape and label products for use in various consumer and industrial
markets.
Performance Products Segment
2009 Net Sales: $256 million

·
Phenolic Encapsulated Substrates. We are a leading producer of phenolic encapsulated sand and ceramic
substrates that are used in oil field services and foundry applications. Our highly specialized compounds are
designed to perform well under extreme conditions, such as intense heat, high-stress and corrosive
environments, that characterize oil and gas drilling and foundry industries. In the oil field services industry, our

resin encapsulated proppants are used to enhance oil and gas recovery rates and extend well life. We are also
the leading producer by volume of foundry resins in North America. Our foundry resin systems are used by
major automotive and industrial companies for precision engine block casting, transmissions, and brake and
drive train components. In addition to encapsulated substrates, in the foundry industry, we also provide
phenolic resin systems and ancillary products used to produce finished metal castings.
Growth and Strategy
We believe that we have opportunities for growth through the following strategies:

·
Utilize Our Integrated Platform Across Product Offerings. We have an opportunity to provide our customers
with a broad range of resins products on a global basis as one of the world's largest producers of thermosetting
resins. We continue to refine our market strategy of serving as a global, comprehensive solutions provider to

our customers rather than simply offering a particular product, selling in a single geography or competing on
price. We also continue to review additional opportunities to transition our existing manufacturing capacity
toward producing more specialty-

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oriented products, which deliver higher value to our customers and may generate additional sales and/or

earnings compared to commodity-like resins.

·
Develop and Market New Products. We will continue to expand our product offerings through internal

innovation, joint research and development initiatives with our customers and research partnership formations.

·
Expand Our Global Reach In Faster Growing Regions. We have opportunities to grow our business in the

Asian-Pacific, Eastern European and Latin American markets, where the use of our products is increasing,
while continuing to review opportunities in other global markets.

·
Pursue Further Development of "Green Products". We will continue to develop products that are

environmentally advanced and support our customers' overall sustainability initiatives as they increasingly
require products that meet changing environmental standards.
Risk Factors
Despite our competitive strengths discussed elsewhere in this prospectus, investing in our notes involves substantial
risk. In addition, our ability to execute our strategy is subject to certain risks. The risks described under the heading
"Risk Factors" immediately following this summary may cause us not to realize the full benefits of our strengths or may
cause us to be unable to successfully execute all or part of our strategy. You should carefully consider all the information
in this prospectus, including matters set forth under the heading "Risk Factors."
Ownership Structure
Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC are both direct wholly owned subsidiaries of
Hexion. No separate financial information has been provided in this prospectus for Hexion U.S. Finance Corp. and
Hexion Nova Scotia Finance, ULC because (1) Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC have
no independent operations other than acting as finance companies of Hexion, (2) Hexion U.S. Finance Corp. and
Hexion Nova Scotia Finance, ULC have no material assets, (3) Hexion and certain of its domestic subsidiaries guarantee
the notes. The indenture governing the notes restricts the issuers of the notes from conducting any business operations
other than those in connection with the issuance of the notes.

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The following chart summarizes our corporate structure:

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 hyperlink. The information contained on our website is not
a part of this prospectus.

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Recent Developments
Offering Transactions
In connection with initial offering of the old notes on January 29, 2010, we amended our senior secured credit
facilities to, among other things: (i) subject to the requirement to make such offers on a pro rata basis to all lenders, allow
us to agree with individual lenders to extend the maturity of their term loans or revolving commitments, and for us to pay
increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such
an extension, (ii) extend the maturity of term loans held by accepting lenders to May 5, 2015 and increase the interest
rate with respect to such term loans, (iii) allow for the Issuers' assumption of the obligations under the notes and the
guarantee of such obligations by Hexion and certain of its domestic subsidiaries (the "Issuers' Assumption"), (iv) allow
for one or more future issuances of additional senior notes or loans, which may include, in each case, indebtedness
secured on a pari passu basis with the obligations under the senior secured credit facilities, so long as, in each case,
among other things, an agreed amount of the net cash proceeds from any such issuance are used to prepay term loans
and/or revolving loans under the senior secured credit facilities at par, (v) reset the amount available under incremental
credit facilities to $200 million, (vi) allow for one or more future issuances of additional indebtedness, which may
include indebtedness secured on a junior basis with the obligations under the senior secured credit facilities or unsecured
indebtedness, in an amount not to exceed the amount available under incremental credit facilities, (vii) allow for certain
types of receivables financing, and/or (viii) amend certain of the existing covenants therein ((i) through (viii) above, the
"Bank Amendment"). Pursuant to the Bank Amendment, we extended the maturity of approximately $959 million of
term loans under our senior secured credit facilities from May 5, 2013 to May 5, 2015 and increased the interest rate with
respect to such term loans from LIBOR plus 2.25% to LIBOR plus 3.75%.
Our use of the proceeds from the initial offering of the old notes was subject to the satisfaction of the certain
conditions including: (1) definitive documentation for the Bank Amendment having been executed and delivered,
(2) security documents creating liens securing the notes and intercreditor agreements (or, as the case may be, joinders
thereto) having been executed and delivered (along with any required certificates and legal opinions), and (3) the Issuers'
Assumption having been consummated ((1) through (3) above, the "Escrow Conditions"). The Escrow Conditions were
satisfied prior to or concurrently with the consummation of the initial offering of the notes and the proceeds were
released to us to be used to, among other things, repay a portion of the outstanding borrowings under the senior secured
credit facilities, to pay fees and expenses related to the Offering Transactions (as defined below) and for general
corporate purposes.
As used in this prospectus, the term "Offering Transactions" refers collectively to (1) the initial offering of the old
notes, (2) the Issuers' Assumption, (3) the Bank Amendment, and (4) the use of the gross proceeds of the initial offering
of the old notes as described above and in further detail under "Use of Proceeds."
Other Indebtedness Related Transactions
During 2009, we repurchased on the open market outstanding debt with a carrying amount of $298 million for $72
million. The $298 million carrying value of repurchased debt securities consisted of $92 million of our 9.75% second-
priority senior secured notes due 2014, $80 million of our Second-Priority Senior Secured Floating Rate Notes due 2014,
$16 million of our 8.375% unsecured debentures due 2016, $42 million of our 9.200% unsecured debentures due 2021,
$58 million of our 7.875% unsecured debentures due 2023 and $10 million of our Industrial Revenue Bonds due 2009.
As used in this prospectus, these repurchases are collectively referred to as the "Debt Repurchases."
In late December 2009 and early January 2010 we extended our revolving line of credit facility commitments from
lenders, which will take effect upon the May 31, 2011 maturity of the existing revolving

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