KCC Corporation (KOSE:A002380), Wonik QnC Corporation (KOSDAQ:A074600) and SJL Partners entered into a definitive merger agreement to acquire MPM Holdings Inc. (OTCPK:MPMQ) from Oaktree Capital Management, L.P., Pentwater Capital Management LP, Euro VI (BC) S.à r.l, D. E. Shaw Galvanic Portfolios, LLC, managed by D. E. Shaw & Co., L.P. and others for $1.6 billion on September 13, 2018. MPM Holdings stockholders and restricted stock unit holders will receive $32.5 for each share they own subject to minimum closing cash requirements. Each in-the-money option to purchase shares of MPM common stock will receive the difference between the weighted average exercise price and the per share cash consideration. Under the terms of the agreement, KCC Corporation, Wonik QnC Corporation and SJL Partners will assume MPM's net debt obligations subject to minimum closing cash requirements of $250 million. The transaction will be financed through a combination of cash and new debt that will be put in place at closing. In case of termination, MPM will pay a termination fee equal to 4% of the total consideration. The transaction is not subject to any financing contingency and is subject to regulatory and anti-trust approvals and other customary closing conditions. The agreement has been unanimously approved by the Boards of Directors of MPM Holdings, KCC and Wonik, the investment committee of SJL and by requisite vote of MPM Holdings' stockholders. Apollo Global Management, LLC (NYSE:APO), through Euro VI (BC) S.à r.l, and Oaktree Capital Management, L.P. together hold a majority of the shares and have executed a written consent adopting and approving the transaction. As of October 19, 2018, early termination notice was granted by Federal Trade Commission. As of January 19, 2019, the deadline to obtain clearance from Committee on Foreign Investment in the United States (CFIUS) was extended to June 13, 2019. The transaction is expected to close in the first half of 2019 and may be terminated if not consummated by June 13, 2019.

Goldman Sachs & Co LLC and Moelis & Company LLC acted as financial advisors for MPM Holdings. Stephen M. Kotran and John K. Hasley of Sullivan & Cromwell LLP acted as legal advisor for Goldman Sachs & Co LLC and Stuart Rogers of Alston & Bird LLP acted as legal advisor for Moelis & Company LLC. Brian P. Finnegan and Taurie M. Zeitzer of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to MPM Holdings. UBS Investment Bank acted as financial advisor while Kenneth A. Gerasimovich, Richard C. Kim, Steve Mastbaum, David M. Greenberg, Joshua L. Raskin, Jerrold F. Goldberg, Kristen J. Lonergan, Stephen M. Pepper, David Hong, John Ngo, Brian Prew, Olena Ierega, Hugh A. MacKay, Jane Kim, Iksoo Kim, C.J. Kim, Nayeon Kim, Mindy B. Leathe, Sean W. Bezark, Jennifer S. Zucker, Renée A. Latour, Sonali Dohale, Rebecca Tracy Rotem, Josef Hofschroer, Nicolai Lagoni, Christoph Enaux, Martin Dobias, Lucas Wusthof, Franca Biallas, Johannes Sobanski, Eleonore H. Chowdry, Claudia Stremel and Bineta Diambang of Greenberg Traurig, LLP acted as legal advisors to KCC Corporation, Wonik QnC and SJL. Goldman Sachs & Co LLC and Moelis & Company LLC will be paid a fee of approximately $10.5 million, subject to an additional fee amount at the discretion of MPM Holdings, all of which is payable upon consummation of the transaction. Jessica Tuchinsky, Chance Goldberg, Arman Naraghi-Pour, Remy Denner, Julia Tory, Shahpur Kabraji, Makiko Harunari, Alvin Kwong, Jin Hyuk Park, Joongwon Park, Heesu Kim, Timothy Gallagher, Andrew Blau, Andrew Kofsky, Jeanne Annarumma, Lori Lesser, Melanie Jolson, Ellie Gladstone, Mark Skerry, Joseph Betteley, Robert Holo, Adeeb Fadil and Noreen Lavan of Simpson Thacher represented BNP Paribas and Citibank, N.A. , Kookmin Bank Co., Ltd., The Korea Development Bank and The Export-Import Bank of Korea as lead arrangers.