American Securities LLC entered into a definitive agreement to acquire Hexion Holdings Corporation (OTCPK:HXOH) for $1.9 billion on December 20, 2021. American Securities will acquire $30 per share in cash. The transaction delivers substantial value to Hexion Holdings' shareholders as the purchase price per share represents a 15% premium to the closing price as of December 17, 2021 and a 53% premium to the Company's closing share price on July 30, 2021.

American Securities LLC has entered into commitment letter to provide debt financing to fund the transaction. Under specified circumstances, upon termination, (i) Hexion Holdings Corporation may be required to pay Buyer a termination fee equal to $87,887,500 or $25,000,000 or (ii) Buyer may be required to pay Hexion Holdings Corporation a termination fee equal to $111,250,000. The transaction is subject to shareholder and regulatory approvals and satisfaction of other customary closing conditions.

The transaction is also conditioned upon the closing of Hexion's previously announced sale of its Epoxy business to Westlake Chemical Corporation. Holders of a majority of the outstanding Hexion Holdings shares have agreed to support the transaction pursuant to voting agreements entered into in connection with the transaction. The boards of American Securities LLC and Hexion Holdings have approved the deal.

The transaction is expected to close in the first half of 2022. Moelis & Company LLC and Morgan Stanley & Co. LLC acted as financial advisors while William H. Aaronson, William A. Curran, Jeffrey P. Crandall, Jonathan B. Brown, Pritesh P. Shah, Ronan P. Harty, Brian D. Hirsch and Michael Comstock of Davis Polk & Wardwell LLP acted as legal advisor for Hexion.

Lazard acted as financial advisor while Michael E. Weisser, P.C. and Duncan Enista of Kirkland & Ellis acted as legal advisor for American Securities. Daniel I. Fisher and Zachary N. Wittenberg of Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to the shareholders of Hexion Holdings Corporation. Stuart Rogers of Alston & Bird acted as legal advisor to Moelis & Company LLC.

Michael Diz and William Regner of Debevoise & Plimpton LLP acted as legal advisor for Morgan Stanley & Co. LLC.