affidavit of service ”), - omni agent solutions...affidavit of service i, ryan vyskocil, depose...

AFFIDAVIT OF SERVICE

I, Ryan Vyskocil, depose and say that I am employed by Prime Clerk LLC (“Prime Clerk”), the subscription agent for the Debtors in the above-captioned chapter 11 cases.

On May 22, 2019, at my direction and under my supervision, employees of Prime Clerk caused the following documents to be served via: (1) overnight mail or next day business service on the banks, brokers, dealer agents, nominees or their agents (collectively, the “Nominees”) listed on the service list attached hereto as Exhibit A, and (2) via First Class Mail on the service list attached hereto as Exhibit B:

Hexion Rights Offering Procedures, a copy of which is attached hereto as Exhibit C(the “Hexion Rights Offering Procedures”);

Hexion Rights Offering Beneficial Holder Subscription Form for use by Noteholders in Connection with Debtors’ Proposed Confirmation of the Plan and the Related Disclosure Statement Dated May 22, 2019, a sample of which is attached hereto as Exhibit D (the “Hexion Subscription Form”).

The Nominees were provided with instructions and sufficient quantities of the aforementioned documents to distribute to the beneficial owners of the Debtors’ public securities.

In addition to the hard copy service detailed above, on May 22, 2019, at my direction and under my supervision, employees of Prime Clerk caused the Hexion Rights Offering Procedures and Hexion Subscription Form to be served via Email on the service list attached hereto as Exhibit E.

Case 19-10684-KG Doc 462 Filed 05/28/19 Page 1 of 50

Exhibit A


Exhibit ANominees Service List

Served via Overnight Mail or Next Day Business Service

NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE POSTAL CODE COUNTRYBROADRIDGE JOBS: E13790, E13791, E13792, E13793, E13794, E13796 51 MERCEDES WAY EDGEWOOD NY 11717MEDIANT COMMUNICATIONS ATTN STEPHANIE FITZHENRY 100 DEMAREST DRIVE WAYNE NJ 07470‐0000DEPOSITORY TRUST CO ATTN ED HAIDUK 55 WATER STREET 25TH FLOOR NEW YORK NY 10041DEPOSITORY TRUST CO ATTN HORACE DALEY 55 WATER STREET 25TH FLOOR NEW YORK NY 10041AMERIPRISE (0216 / 0756) ATTN: TOM EBERHART OR REORG MGR. 2178 AMP FINANCIAL CENTER MINNEAPOLIS MN 55474AMERIPRISE (0756) ATTN: ERIN M STIELER OR REORG MGR. 682 AMP FINANCIAL CENTER MINNEAPOLIS MN 55474AMERIPRISE (0756) ATTN: GREG WRAALSTAD OR REORG MGR. 901 3RD AVE SOUTH MINNEAPOLIS MN 55474BAIRD & CO. INCORPORATED (0547) ATTN: JANE ERBE OR REORG MGR 777 E. WISCONSIN AVENUE MILWAUKEE WI 53202BANC OF AMERICA SECURITIES (0773) ATTN: JOHN DOLAN OR REORG MGR 100 W. 33RD STREET 3RD FLOOR NEW YORK NY 10001BANK OF AMERICA / GWIM (0955) ATTN: STEFANIE PALADINO OR REORG MGR 1201 MAIN DALLAS TX 75202BARCLAYS CAPITAL INC. (0229/8455/7256/7254/5101) ATTN: ANTHONY SCIARAFFO OR CORPORATE ACTIONS 745 SEVENTH AVENUE 16TH FLOOR NEW YORK NY 10019BB & T SECURITIES(0702) ATTN: JESSE W SPROUSE OR REORG DEPT. 8006 DISCOVERY DRIVE SUITE 200 RICHMOND VA 23229BB & T SECURITIES(0702) ATTN: RICKY JACKSON OR REORG DEPT. CORPORATE ACTIONS 8006 DISCOVERY DRIVE RICHMOND VA 23229BNP PARIBAS NY BRANCH (1569/2787) ATTN: DEAN GALLI OR REORG DEPT 525 WASHINGTON BLVD. 9TH FLOOR JERSEY CITY NJ 07310BNP PARIBAS PRIME BROKERAGE, INC. (2154) ATTN: GENE BANFI OR REORG MGR 525 WASHINGTON BLVD 9TH FLOOR JERSEY CITY NJ 07310BNP PARIBAS, NEW YORK BRANCH (2147) ATTN: GENE BANFI OR AARON COLIE REORG MGR 525 WASHINGTON BLVD. 9TH FLOOR JERSEY CITY NJ 07310‐0000BNP PARIBAS, PITTSBURGH BRANCH (2787) ATTN: ANDREW TAYLOR OR REORG MGR 525 WILLIAM PENN PLACE PITTSBURGH PA 15219BNY CACLUX (8320) ATTN: EVENTS CREATION OR REORG MGR 500 GRANT STREET ROOM 151‐2700 PITTSBURGH PA 15258BNY MELLON/ NE TRUST (0954) ATTN: BETH STIFFLER OR REORG MGR 525 WILLIAM PENN PLACE SUITE 300 PITTSBURGH PA 15259BONY/SPDR (2209) ATTN: JENNIFER MAY OR REORG MGR 525 WILLIAM PENN PLACE PITTSBURGH PA 15259BRANCH BANKING & TRUST CO. (5385) ATTN: TANJI BASS OR REORG MGR 223 W. NASH STREET 3RD FLOOR WILSON NC 27893BROWN BROTHERS HARRIMAN & CO. (0010) ATTN: PAUL NONNON OR REORG MGR. 525 WASHINGTON BLVD. NEW PORT TOWERS JERSEY CITY NJ 07310‐1607CGM/SALOMON BROTHER (0274) ATTN: PATRICIA HALLER OR REORG MGR 111 WALL ST. 4TH FLOOR NEW YORK NY 10005CHARLES SCHWAB & CO., INC. (0164) ATTN: DEBORAH JUNG OR REORG MGR. 2423 EAST LINCOLN DRIVE 1ST FLOOR PHOENIX AZ 85016‐1215CHARLES SCHWAB & CO., INC. (0164) ATTN: NANCY BRIM OR REORG MGR. 2423 EAST LINCOLN DRIVE PHX PEAK 02 K130 PHOENIX AZ 85016‐1215CHARLES SCHWAB & CO., INC. (0164) ATTN: CHRISTINA YOUNG OR REORG MGR. 2423 EAST LINCOLN DRIVE PHOENIX AZ 85016‐1215CITADEL SECURITIES LLC (0395) ATTN: MARCIA BANKS OR REORG MGR 131 SOUTH DEARBORN STREET CHICAGO IL 60603CITIBANK, N.A. (0908) ATTN: SHERIDA SINANAN OR REORG MGR 3800 CITIBANK CENTER B/3RD FLOOR/ZONE 12 TAMPA FL 33610CITIBANK, N.A. (0908) ATTN: EVENTS CREATION OR REORG MGR 3800 CITIBANK CENTER B3‐12 TAMPA FL 33610CITIBANK, N.A. (0908) ATTN: CAROLYN TREBUS OR REORG MGR 3800 CITIBANK CENTER B3‐12 TAMPA FL 33610CITIBANK, N.A. (0908) ATTN: SANDRA HERNANDEZ OR REORG MGR 3800 CITIBANK CENTER B3‐12 TAMPA FL 33610

CITIGROUP GLOBAL MARKETS INC SALOMON (0418/0505) ATTN: MANETH CHAP OR REORG MGR 3800 CITIBANK CENTER B3‐12 TAMPA FL 33610CITIGROUP GLOBAL MARKETS INC. (0418/0505) ATTN: ROSE MARIE YODICE OR REORG MGR 388 GREENWHICH STREET 11TH FLOOR NEW YORK NY 10013CITIGROUP GLOBAL MARKETS INC. /SALOMON BROTHERS (0274) ATTN: RON MARSH OR REORG MGR 111 WALL ST. 4TH FLOOR NEW YORK NY 10005COMERICA BANK (2108) ATTN: LEWIS WISOTSKY OR REORG MGR 411 WEST LAFAYETTE MAIL CODE 3530 DETROIT MI 48226COR LLC (0052) ATTN: LUKE HOLLAND OR REORG MGR 1200 LANDMARK CENTER SUITE 800 OMAHA NE 68102CREDENTIAL SECURITIES INC/ CDS (5083) ATTN: PROXY DEPARTMENT 700‐1111 WEST GEORGIA ST VANCOUVER BC V6E4T6 CANADACREDIT SUISSE SECURITIES (0355) ATTN: ASHWINEE SAWH OR REORG MGR 11 MADISON AVENUE 23RD FLOOR NEW YORK NY 10010CREDIT SUISSE SECURITIES USA LLC ‐ (0355) ATTN: SARAH CHANDRIKA OR REORG MGR. ONE MADISON AVE NEW YORK NY 10010

CREDIT SUISSE SECURITIES USA LLC ‐ (0355) ATTN: TIM JOHNSON OR REORG MGR. 7033 LOUIS STEPHENS DRIVERESEARCH TRIANGLE PARK NC 27709

CREDIT SUISSE SECURITIES USA LLC ‐ (0355) ATTN: ANTHONY MILO OR REORG MGR. 7033 LOUIS STEPHENS DRIVE GLOBAL PROXY SERVICES RESEARCH TRIANGLE PARK NC 27709

D.A. DAVIDSON & CO. (0361) ATTN: RITA LINSKEY OR REORG MGR 8 THIRD STREET NORTH P.O. BOX 5015 GREAT FALLS MT 59403DEUTSCHE BANK SECURITIES (0573) ATTN: REORG MGR. 5022 GATE PARKWAY SUITE 200 JACKSONVILLE FL 32256E*TRADE /RIDGE CLEARING (0158) ATTN: BRIAN DARBY OR REORG MGR ONE DALLAS CENTER 350 M. ST. PAUL SUITE 1300 DALLAS TX 75201E*TRADE /RIDGE CLEARING (0158) ATTN: BILIANA STOIMENOVA OR REORG MGR 1700 PACIFIC AVENUE, SUITE 1400 DALLAS TX 75201E*TRADE CLEARING LLC (0385) ATTN: VICTOR LAU OR PROXY MGR 34 EXCHANGE PLACE PLAZA II JERSEY CITY NJ 07311E*TRADE CLEARING LLC (0385) ATTN: JOHN ROSENBACH 1271 AVENUE OF THE AMERICAS 14TH FLOOR NEW YORK NY 10020EDWARD JONES (0057) CORPORATE ACTIONS & DISTRIBUTION 201 PROGRESS PARKWAY MARYLAND HEIGHTS MO 63043EDWARD JONES (0057) ATTN: GERRI KAEMPFE OR REORG MGR CORPORATE ACTIONS & DISTRIBUTION 12555 MANCHESTER ROAD ST. LOUIS MO 63131EDWARD JONES (0057) ATTN: DEREK ADAMS OR REORG MGR CORPORATE ACTIONS & DISTRIBUTION 12555 MANCHESTER ROAD ST. LOUIS MO 63131

FIDUCIARY SSB (0987) ATTN: MIKE FEELEY/ROB RAY OR PROXY MGR CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH QUINCY MA 02171‐0001

In re: Hexion Holdings LLC, et al .Case No. 19‐10684 (KG) Page 1 of 3




NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE POSTAL CODE COUNTRYFIRST CLEARING (0141) ATTN: FINESSA ROSSON OR REORG DEPT. 1 NORTH JEFFERSON 9‐F ST. LOUIS MO 63103FIRST CLEARING, LLC (0141) ATTN: MATT BUETTNER OR REORG DEPT. 2801 MARKET STREET H0006‐09B ST. LOUIS MO 63103GOLDMAN SACHS (0005 / 5208 / 2941) ATTN: ALEXANDER MUCHNIK OR REORG MGR 30 HUDSON STREET JERSEY CITY NJ 07302GOLDMAN, SACHS & CO. (0005) ATTN: ALEX MUCHNIK OR REORG MGR 30 HUDSON ST. PROXY DEPARTMENT JERSEY CITY NJ 07302‐0000INGALLS & SNYDER, L.L.C. (0124) ATTN: LES BIANCO OR REORG MGR 1325 AVENUE OF THE AMERICAS NEW YORK NY 10019INGALLS & SNYDER, L.L.C. (0124) ATTN: MIKE SCURA OR REORG MGR 1325 AVENUE OF THE AMERICAS NEW YORK NY 10019INTERACTIVE BROKERS/TH (0549/0534/0017) ATTN: KARIN MCCARTHY OR REORG MGR 2 GREENWICH OFFICE PARK 2ND FLOOR, BUILDING 8 GREENWICH CT 06830

INTL FCSTONE, INC.f.k.a STERNE, AGEE & LEACH, INC. (0750) ATTN: KEN SIMPSON OR REORG MGR 2 PERIMETER PARK SOUTH, STE 100 W BIRMINGHAM AL 35243J.P. MORGAN CLEARING CORP. (0352) ATTN: ERIC OSZUSTOQICZ OR REORG MGR 3 CHASE METROTECH CENTER PROXY DEPT./NY1‐H034 BROOKLYN NY 11245‐0001J.P. MORGAN CLEARING CORP. (0352) ATTN: ABHISHEK KUMAR OR REORG MGR 500 STANTON CHRISTIANA ROAD 3RD FLOOR NEWARK DE 19713

J.P. MORGAN CLEARING CORP. (0352) ATTN: BRODERICK WALKER OR REORG MGR DEPT. C, CASHIERS DEPARTMENT ONE METROTECHCENTER NORTH REORG DEPT 4TH FLOOR BROOKLYN NY 11201‐3862

JANNEY MONTGOMERY SCOTT INC. (0374) ATTN: REGINA LUTZ OR REORG MGR 1801 MARKET STREET 9TH FLOOR PHILADELPHIA PA 19103‐1675JANNEY MONTGOMERY SCOTT INC. (0374) ATTN: BOB MARTIN OR REORG MGR 1801 MARKET STREET 9TH FLOOR PHILADELPHIA PA 19103‐1675JEFFERIES & COMPANY, INC. (0019) ATTN: REORG MGR 34 EXCHANGE PLACE JERSEY CITY NJ 07311JEFFERIES & COMPANY, INC. (0019) ATTN: RAY DESOUZA OR REORG MGR HARBORSIDE FINANCIAL CENTER 705 PLAZA 3 JERSEY CITY NJ 07311JPMCH/CTC (2424) ATTN: PHILLIP ROY OR REORG MGR 14201 DALLAS PARKWAY 13TH FLOOR DALLAS TX 75254JPMCH/CTC (2424) Attn: Gene Banfi or Reorg Mgr 4 Chase Metrotech Center 3rd Fl NY1 – C083 BROOKLYN NY 11245‐0001JPMORGAN CHASE BANK, NA (0902) ATTN: PHILIP ROY OR REORG MGR 14201 DALLAS PARKWAY 12TH FLOOR DALLAS TX 75254JPMORGAN CHASE BANK, NA (0902/2164) Attn: Jeff Lazarus or Corporate Actions Mgr 4 Chase Metrotech Center 3rd Fl NY1 – C094 Brooklyn NY 11245‐0001KEYBANK NA/FBO TREASURER OF OHIO (2769) ATTN: SCOTT MACDONALD OR REORG MGR 4900 TIEDEMAN ROAD OH‐01‐49‐310 BROOKLYN OH 44144LPL FINANCIAL CORPORATION (0075) ATTN: CORPORATE ACTIONS 1055 LPL WAY FORT MILL SC 29715MANUFACTURERS AND TRADERS (0990) ATTN: DON SCHMIDT OR REORG MGR ONE M&T PLAZA 8TH FLOOR BUFFALO NY 14240MERRILL LYNCH (0161/5198) ATTN: KASIA BANACH OR CORP ACTIONS NOTIFICATION 4804 DEAR LAKE DR E JACKSONVILLE FL 32246MERRILL LYNCH, PIERCE, FENNER (0161/8862) ATTN: EARL WEEKS OR PROXY MGR 4804 DEER LAKE DR E JACKSONVILLE FL 32246MITSUB UFJ (2932) ATTN: RAVI NIRANJAN OR REORG DEPT. 420 FIFTH AVENUE 6TH FLOOR NEW YORK NY 10018MORGAN STANLEY & CO. (0050) ATTN: IRVING CORUJO OR REORG MGR ONE NEW YORK PLAZA 7TH FLOOR NEW YORK NY 10004MORGAN STANLEY SMITH BARNEY LLC (0015) ATTN: JOHN BARRY OR REORG MGR 1300 THAMES STREET WHARF BALTIMORE MD 21231MORGAN STANLEY TRUST N.A. (2267) ATTN: DAVID LAI OR REORG MANAGER 1 NEW YORK PLAZA 41ST FLOOR NEW YORK NY 10004NATIONAL FINANCIAL SERVICES LLC (0226) ATTN: SEAN COLE OR REORG MGR 499 WASHINGTON BLVD 5TH FLOOR JERSEY CITY NJ 07310NATIONAL FINANCIAL SERVICES LLC (0226) ATTN: KARL BAKER OR REORG MGR 499 WASHINGTON BLVD 5TH FLOOR JERSEY CITY NJ 07310NOMURA SECURITIES (0180/7507/7584) ATTN: HERNAN SANCHEZ OR PROXY MGR 309 WEST 49TH STREET WORLDWIDE PLAZA 10TH FLOOR NEW YORK NY 10019NOMURA SECURITIES (0180/7507/7584) ATTN: ADRIAN ROCCO 309 WEST 49TH STREET 10TH FLOOR NEW YORK NY 10019‐7316NOMURA SECURITIES (0180/7507/7584) ISSUER SERVICES 309 WEST 49TH STREET 10TH FLOOR NEW YORK NY 10019‐7316NOMURA SECURITIES/FIXED INCOME (5222) ATTN: JOHN KELLERHER OR REORG MGR 2 WORLD FINANCIAL CENTER, BLDG B. NEW YORK NY 10281‐1198NORTHERN TRUST CO (2669) ATTN: ROBERT VALENTIN OR REORG MGR 801 S CANAL STREET FLOOR C1N CHICAGO IL 60607NORTHERN TRUST CO (2669) ATTN: ANDREW LUSSEN OR REORG MGR 801 S CANAL STREET FLOOR C1N CHICAGO IL 60607OPPENHEIMER & CO. INC. (0571) ATTN: OSCAR MAZARIO OR REORG MGR 85 BROAD STREET 4TH FLOOR NEW YORK NY 10004OPPENHEIMER & CO. INC. (0571) ATTN: COLIN SANDY OR REORG MGR 125 BROAD STREET 15TH FLOOR NEW YORK NY 10004

PERSHING LLC (0443) ATTN: SILVY RODRIGUEZ OR REORG MGR SECURITIES CORPORATION1 PERSHING PLAZA 7TH FLOOR ‐ REORG. JERSEY CITY NJ 07399

PERSHING LLC (0443) ATTN: AL HERNANDEZ OR REORG MGRSECURITIES CORPORATION 1 PERSHING PLAZA 7TH FLOOR ‐REORG. JERSEY CITY NJ 07399

PERSHING LLC (0443) ATTN: JOSEPH LAVARA OR REORG MGR 1 PERSHING PLAZA JERSEY CITY NJ 07399PRIMEVEST FINANCIAL SERVICES (0701) ATTN: MARK SCHOUVILLER OR REORG MGR 400 1ST STREET SOUTH ST. CLOUD MN 56301RAYMOND JAMES & ASSOCIATES, INC. (0725) ATTN: ROBERTA GREEN OR REORG MGR 880 CARILION PARKWAY TOWER 2, 4TH FLOOR ST. PETERSBURG FL 33716RBC CAPITAL MARKETS (0235) ATTN: STEVE SCHAFER OR REORG MGR 60 SOUTH 6TH STREET MINNEAPOLIS MN 55402RBC DOMINION (4801) ATTN: PETER DRUMM OR REORG MGR 200 BAY ST. ROYAL BK PLAZA NORTH TOWER 6TH FLOOR TORONTO ON M5J 2W7 CANADARBC DOMINION /CDS (5002) ATTN: KAREN OLIVERES OR REORG MGR 200 BAY STREET, 6TH FLOOR ROYAL BANK PLAZA NORTH TOWER TORONTO ON M5J 2W7 CANADAROBERT W. BAIRD & CO. (0547) ATTN: JAN SUDFELD OR REORG MGR 777 E. WISCONSIN AVENUE 19TH FLOOR MILWAUKEE WI 53202ROBERT W. BAIRD & CO. (0547) ATTN: TRACY TRENSCH OR REORG MGR 777 E. WISCONSIN AVENUE MILWAUKEE WI 53202SANFORD C. BERNSTEIN (0013) ATTN: CARMINE CARRELLA OR REORG MGR ONE NORTH LEXINGTON AVENUE WHITE PLAINS NY 10601‐1785SEI PRIVATE (2039) ATTN: SHAWN MACCOY OR REORG MGR. ONE FREEDOM VALLEY DRIVE OAKS PA 19456SEI PRIVATE (2039) ATTN: ERIC GREENE OR REORG MGR. ONE FREEDOM VALLEY DRIVE OAKS PA 19456SEI PRIVATE TRUST COMPANY (2663) ATTN: MELVIN ALLISON OR REORG MGR ONE FREEDOM VALLEY DR. OAKS PA 19456





NAME ADDRESS 1 ADDRESS 2 ADDRESS 3 CITY STATE POSTAL CODE COUNTRYSG AMERICAS SECURITIES, LLC (0286) ATTN: CHARLES HUGHES OR REORG MGR 245 PARK AVE NEW YORK NY 10167SOUTHWEST SECURITIES, INC. (0279) ATTN: DORIS KRAJC OR REORG MGR 1201 ELM STREET SUITE 3700 DALLAS TX 75270SOUTHWEST SECURITIES, INC. (0279) ATTN: RHONDA JACKSON OR REORG MGR 1201 ELM STREET SUITE 3500 DALLAS TX 75270SOUTHWEST SECURITIES, INC. (0279) ATTN: CHRISTINA FINZEN OR RORG MGR 1201 ELM STREET SUITE 3700 DALLAS TX 75270SSB ‐ BLACKROCK TRUST (2767) ATTN: TRINA ESTREMERA OR REORG MGR 1776 HERITAGE DRIVE NORTH QUINCY MA 02171SSB‐ IBT/BGI (2767/2375) ATTN: TOM BRODERICK OR REORG MGR 1776 HERITAGE DRIVE NORTH QUINCY MA 02171STATE STREET (0997) ATTN: MIKE FEELEY/ROB RAY OR REORG MGR CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH QUINCY MA 02171STATE STREET BANK & TRUST/STATE STREET TOTAL ETF (2950/2375) ATTN: MIKE FEELEY/ROB RAY OR PROXY MGR CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH QUINCY MA 02171‐0000STATE STREET BANK AND TRUST (0997/2319) ATTN: CHRISTINE SULLIVAN OR REORG MGR CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH QUINCY MA 02171STATE STREET BANK AND TRUST (0997/2319) ATTN: MIKE FEELEY / ROB RAY OR REORG MGR CORP ACTIONS ‐ JAB5E 1776 HERITAGE DRIVE NORTH QUINCY MA 02171STIFEL, NICOLAUS & CO (0793) ATTN: CHRIS WIEGAND OR REORG MGR 501 N. BROADWAY 7TH FLOOR STOCK RECORD DEPT ST. LOUIS MO 63102STIFEL, NICOLAUS & CO (0793) ATTN: CRAIG MCINTOSH OR REORG MGR 501 N. BROADWAY REORG DEPT ST. LOUIS MO 63102TD AMERITRADE CLEARING, INC. (0188) ATTN: MANDI FOSTER OR REORG MGR 1005 NORTH AMERITRADE PLACE BELLEVUE NE 68005TD AMERITRADE CLEARING, INC. (0188) ATTN: GARY SWAIN OR REORG MGR 1005 NORTH AMERITRADE PLACE BELLEVUE NE 68005THE BANK OF NEW YORK MELLON (0901/2510) ATTN: JENNIFER MAY OR REORG MGR 525 WILLIAM PENN PLACE SUITE 153‐0400 PITTSBURGH PA 15259U.S. BANK N.A. (2803) ATTN: PAUL KUXHAUS OR REORG MGR 1555 N. RIVER CENTER DRIVE SUITE 302 MILWAUKEE WI 53212UBS FINANCIAL SERVICES LLC (0221) ATTN: NEHA SOOD OR REORG MGR 315 DEADERICK STREET 5TH FLOOR NASHVILLE TN 37238UBS SECURITIES LLC (0642) ATTN: GREGORY CONTALDI OR REORG MGR 315 DEADERICK STREET NASHVILLE TN 37238UBS SECURITIES LLC (0642) ATTN: JOSEPH POZOLANTE OR REORG MGR 315 DEADERICK STREET NASHVILLE TN 37238US BANK (2803) ATTN: PAUL KUXHAUS REORG MGR 1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212VANGUARD (0062) ATTN: CORPORATE ACTION 100 VANGUARD BLVD MALVERN PA 19355VANGUARD (0062) ATTN: BRANDON R MITCHAM OR CORPORATE ACTION 14321 N. NORTHSIGHT BLVD SCOTTSDALE AZ 85260WEDBUSH MORGAN SECURITIES (0103) ATTN: ALAN P. FERREIRA OR REORG MGR 1000 WILSHIRE BLVD LOS ANGELES CA 90017WELLS BANK (2027) ATTN: LORA DAHLE OR REORG MGR 733 MARQUETTE AVE MAC N9306‐057 5TH FLOOR MINNEAPOLIS MN 55479

WELLS FARGO SECURITIES, LLC (0250) ATTN: STEVE TURNER OR REORG MGRCORP ACTIONS ‐ NC0675 1525 WEST W.T. HARRIS BLVD, 1B1 CHARLOTTE NC 28262

WELLS FARGO SECURITIES, LLC (0250) ATTN: ROBERT MATERA OR REORG MGRCORP ACTIONS ‐ NC0675 1525 WEST W.T. HARRIS BLVD, 1B1 CHARLOTTE NC 28262

WELLS FARGO SECURITIES, LLC (0250/2072) ATTN: SCOTT NELLIS OR REORG MGRCORP ACTIONS ‐ MAC D109‐010 1525 WEST W.T. HARRRIS BLVD, 1B1 CHARLOTTE NC 28262



Exhibit B


Exhibit BRegistered Holder Service ListServed via First Class Mail

MMLID NAME ADDRESS 1 CITY STATE POSTAL CODE7819814 BANDY, STEPHEN ALAN Address on file7819815 Black, Benjamin D. Address on file7819816 Black, Thomas L. Address on file7819818 Eckert, Valerie Address on file7819817 Key, Jason W. Address on file7819820 Key, Lori A. Address on file7819819 Thomas S Flowers JT Ten, Blanche S Flowers & Address on file

In re: Hexion Holdings LLC, et al.Case No. 19‐10684 (KG) Page 1 of 1


Exhibit C


HEXION RIGHTS OFFERING PROCEDURES

Pursuant to the Second Amended Joint Chapter 11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (as such plan of reorganization may be amended or modified from time to time, the “Plan”) of the Hexion Holdings LLC and its affiliated debtors (the “Debtors”), each Holder of an Allowed Notes Claim1 is being granted a subscription right (each, a “Right”) to purchase shares or membership interests, as applicable, of New Common Equity (the “Offered Shares”) of Hexion LLC or such other entity that issues the New Common Equity pursuant to the Plan (the “Company”), as more fully described in these Rights Offering Procedures. The Allowed Notes Claims are claims arising under or based upon the First Lien Notes, the 1.5 Lien Notes, the Second Lien Notes, the Borden 2021 Debentures, or the Borden 2023 Debentures (collectively, the “Notes”).

The offering of the Offered Shares is referred to as the “Rights Offering.”

The Offered Shares are being distributed and issued by the Debtors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any state or local law requiring registration for offer and sale of a security, in reliance upon the exemption provided in section 1145 of the Bankruptcy Code.

None of the Rights distributed in connection with these Rights Offering Procedures have been or will be registered under the Securities Act, nor any state or local law requiring registration for offer and sale of a security. To exercise the Rights, the Holder of the underlying Notes must electronically deliver such Notes into an account maintained by the Subscription Agent for the Rights Offering through the Automated Tender Offer Program (“ATOP”) of the Depository Trust Company (“DTC”), so that they are received by the Subscription Expiration Deadline. The Rights will not be detachable or otherwise transferable separately from the underlying Notes. Rather, the Rights, together with the underlying Notes with respect to which such Rights were allocated, will trade together and will be evidenced by the underlying Notes until the Subscription Expiration Deadline (as defined below), subject to such limitations, if any, that would be applicable to the transferability of the underlying Notes; provided, that following the exercise of any Rights, the Holder thereof shall be prohibited from selling, transferring, assigning, pledging, hypothecating, participating, donating or otherwise encumbering or disposing of, directly or indirectly (including through derivatives, options, swaps, forward sales or other transactions in which any person receives the right to own or acquire any current or future interest in the Rights, the Allowed Notes Claims, the Offered Shares, or the New Common Equity) (each of the above, a “Transfer”) the Notes corresponding to such Rights until the termination of the Rights Offering.

Pursuant to the Equity Backstop Agreement, the Company and certain Commitment Parties (as defined in the Equity Backstop Agreement) will enter into the Registration Rights Agreement pursuant to which, among other things, the Company has agreed to prepare a prospectus to be included in a registration statement to be filed by the Company with the SEC covering the Offered Shares of those Commitment Parties. There is no certainty that

1 Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

SRF 33162Case 19-10684-KG Doc 462 Filed 05/28/19 Page 10 of 50

2

such registration statement will be filed or will be declared effective by the SEC at the time the Offered Shares are issued or at all.

Any Holder that subscribes for Offered Shares and is deemed to be an “underwriter” under section 1145(b) of the Bankruptcy Code will be subject to restrictions under the Securities Act on its ability to resell those securities. Resale restrictions are discussed in more detail in Section XI.B of the Disclosure Statement, entitled “Issuance & Transfer of 1145 Securities.”

The Rights Offering is being conducted by the Company in good faith and in compliance with the Bankruptcy Code. In accordance with section 1125(e) of the Bankruptcy Code, a debtor or any of its agents that participate, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale, or purchase of a security, offered or sold under the plan of the debtor, of an affiliate participating in a joint plan with the debtor, or of a newly organized debtor under the plan, is not liable, on account of such participation, for violation of any applicable law, rule, or regulation governing the offer, issuance, sale or purchase of securities.

Noteholders and Nominees of Noteholders (each as defined below) should note the following dates and times relating to the Rights Offering:

Date Calendar Date Event

Subscription Commencement Date.........................................

Wednesday, May 22, 2019

Commencement of the Rights Offering.

Subscription Expiration Deadline..................................

5:00 p.m. (Prevailing Eastern Time) on Friday, June 14, 2019

The deadline for Noteholders to subscribe for Offered Shares. A Noteholder’s duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be returned to (a) its securities nominee (the “Nominee”) (as directed by its Nominee), or (b) Prime Clerk LLC (the “Subscription Agent”) if a Noteholder does not hold Notes through a Nominee (a “Registered Holder”) or is otherwise directed to do so by its Nominee, in either case so that such documents are actually received by the Subscription Agent on or before the Subscription Expiration Deadline. The Noteholder (excluding Registered Holders) must instruct its Nominee to electronically deliver, their applicable underlying Notes to the Subscription Agent via ATOP, so that such underlying Notes are actually received by the Subscription Agent on or before the Subscription Expiration Deadline. Registered Holders that participate in the Rights Offering shall be prohibited from transferring the underlying Notes, and the applicable indenture trustee shall be prohibited from effectuating any such requested transfers. Similarly, Notes delivered to the Subscription Agent via ATOP may not thereafter be transferred. Noteholders who are not Equity Backstop Parties must deliver the Purchase Price (as defined below) by the Subscription Expiration Deadline.


3

Noteholders who are Equity Backstop Parties must deliver the Purchase Price no later than the Backstop Funding Deadline (as defined below).

To Noteholders and Nominees of Noteholders:

On May 22, 2019, the Debtors filed the Plan, and the Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization of Hexion Holdings LLC and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (as such disclosure statement may be amended from time to time, the “Disclosure Statement”). Pursuant to the Plan, each Holder of an Allowed Notes Claim from the Subscription Commencement Date to the Subscription Expiration Deadline (each such Holder, a “Noteholder”) has the right to participate in the Rights Offering in accordance with the terms and conditions of the Plan and these Rights Offering Procedures.

Pursuant to the Plan and these Rights Offering Procedures, each Noteholder will be allocated Rights to subscribe for its Pro Rata Share of Offered Shares, and may exercise such Rights by (x) timely and properly executing and delivering its Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable), the form of which is attached to these Rights Offering Procedures as Annex 1 (the “Beneficial Holder Subscription Form”) to the Subscription Agent (if a Registered Holder) or its Nominee (or as otherwise directed by its Nominee), and (y) funding in cash the aggregate purchase price (the “Purchase Price”) for its Subscribed Shares (as defined below) in accordance with the instructions provided herein. Please note that all Beneficial Holder Subscription Forms (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be returned prior to the Subscription Expiration Deadline to (a) the Subscription Agent if a Noteholder is a Registered Holder or is otherwise directed to do so by its Nominee or (b) the applicable Nominee in sufficient time to allow such Nominee to process and deliver copies of all Beneficial Holder Subscription Forms (with accompanying IRS Forms) to the Subscription Agent.

As part of the exercise process, following exercise of Rights, the underlying Notes held through DTC or in registered form will be frozen from trading, as described below. For Noteholders who hold notes through a Nominee, all Beneficial Holder Subscription Forms and/or other instructions required by the Nominee must be returned to the applicable Nominee in sufficient time to allow such Nominee to process and deliver the applicable underlying Notes through ATOP prior to the Subscription Expiration Deadline. By instructing its Nominee to submit the underlying Notes through ATOP, the Holder is (i) authorizing its Nominee to exercise all Rights associated with the amount of Notes as to which the instruction pertains; and (ii) certifying that it understands that, once submitted, the underlying Notes will be frozen from trading until the Effective Date or the termination of the Rights Offering. Registered Holders that participate in the Rights Offering shall be prohibited from transferring the underlying Notes, and the applicable indenture trustee shall be prohibited from effectuating any such requested transfers until the Effective Date or the termination of the Rights Offering. If the Rights Offering is not terminated, on the Effective Date (a) the underlying Notes will be cancelled pursuant to the Plan; (b) the Holder will receive its Pro Rata Share of the New Common Equity and other recoveries distributed to its applicable Class(es) pursuant to the Plan; and (c) the Holder will additionally receive any Subscribed Shares (as defined below).


4

If a Noteholder holds Notes underlying the Rights that it wishes to exercise through multiple Nominees, it must complete, execute and deliver a separate Beneficial Holder Subscription Form with respect to each such Nominee.

The amount of time necessary for a Nominee to process and deliver the applicable Notes through ATOP may vary. Holders are urged to consult with their Nominees to determine the necessary deadline to return their Beneficial Holder Subscription Forms to their Nominee (as well as any other steps required by such Nominee, which may vary from Nominee to Nominee). Failure to submit such Beneficial Holder Subscription Form (or other instructions required by the Nominee) on a timely basis will result in forfeiture of a Noteholder’s Rights. None of the Company, the Subscription Agent or any of the Equity Backstop Parties will have any liability for any such failure.

No Noteholder shall be entitled to participate in the Rights Offering unless cash in an amount equal to the Purchase Price of its Subscribed Shares, calculated in accordance with its Beneficial Holder Subscription Form, is received by the Subscription Agent (i) in the case of a Noteholder that is not an Equity Backstop Party, on or before the Subscription Expiration Deadline and (ii) in the case of a Noteholder that is an Equity Backstop Party, no later than the Backstop Funding Deadline, provided that the Equity Backstop Parties may deposit their Purchase Price in the Escrow Account (as defined in the Equity Backstop Agreement), in accordance with the terms of the Equity Backstop Agreement. No interest will be payable on any advanced funding of the Purchase Price. If the Rights Offering is terminated for any reason, the Purchase Price previously received by the Subscription Agent will be returned to the applicable Noteholders as provided in Section 7 hereof and the deposited Notes will be released by the Subscription Agent. If a Noteholder subscribed for Offered Shares pursuant to the Oversubscription Procedures (as defined below), and its oversubscription is not honored in whole or in part, the Purchase Price attributable to the portion of Oversubscription Shares (as defined below) that are not issued to such Noteholder will be returned to such Noteholder as provided in Section 7 hereof. No interest will be paid on any advanced funding of the Purchase Price or on any returned Purchase Price.

Before electing to participate in the Rights Offering, all Noteholders should review the Disclosure Statement (including the risk factors described in the section entitled “Factors to Consider Before Voting”) and the Plan, and, in each case, any amendments, supplements or other modifications thereto, in addition to these Rights Offering Procedures and the instructions contained in the Beneficial Holder Subscription Form. A copy of the Disclosure Statement is available from the Subscription Agent and on the Debtors’ restructuring website at http://www.omnimgt.com/HexionRestructuring.

In order to participate in the Rights Offering, you must complete all the steps outlined below. If all of the steps outlined below are not completed by the Subscription Expiration Deadline, you shall be deemed to have forever and irrevocably relinquished and waived your right to participate in the Rights Offering.


5

1. Participation in the Rights Offering

Noteholders have the right, but not the obligation, to participate in the Rights Offering.

Subject to the terms and conditions set forth in the Plan and these Rights Offering Procedures, each Noteholder is entitled to subscribe for up to its Pro Rata Share of Offered Shares at the Purchase Price.

In addition, in accordance with the Oversubscription Procedures, each Noteholder that duly subscribes and pays for all of its Pro Rata Share of Offered Shares (as calculated based on the applicable Notes electronically delivered via ATOP) has the right, but not the obligation, to duly subscribe for Oversubscription Shares.

Any Noteholder that subscribes for Offered Shares and is deemed to be an “underwriter” for purposes of section 1145(b) of the Bankruptcy Code shall receive restricted securities under the Securities Act to be held on the register at the transfer agent that are not freely transferable under applicable securities laws, and will bear a legend indicating that the securities may not be sold or otherwise transferred unless such securities are registered with the SEC pursuant to the Securities Act and comply with any applicable state or local law requiring registration of securities, or such sale or transfer is exempt from registration requirements of the Securities Act and any applicable state or local law.

SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND THESE RIGHTS OFFERING PROCEDURES, ALL SUBSCRIPTIONS SET FORTH IN THE BENEFICIAL HOLDER SUBSCRIPTION FORM ARE IRREVOCABLE.

2. Oversubscription Procedures

If any Offered Shares remain available for subscription after giving effect to the aggregate number of Offered Shares duly subscribed for and purchased by the Noteholders (such number of remaining Offered Shares, the “Oversubscription Shares”), the Subscription Agent (in consultation with and at the direction of the Company’s advisors) shall employ the oversubscription procedures described below (the “Oversubscription Procedures”).

If any Oversubscription Shares are available, each Noteholder that has duly subscribed for and purchased one hundred percent (100%) of its Pro Rata Share of Offered Shares (each Noteholder duly electing to subscribe for the Oversubscription Shares, an “Oversubscription Participant”) also may elect to subscribe for and purchase that number of Oversubscription Shares up to one hundred percent (100%) of its Pro Rata Share of Offered Shares; provided, however, that if the number of Oversubscription Shares is less than the number of Offered Shares for which Oversubscription Participants have duly subscribed pursuant to the Oversubscription Procedures (the “Elected Oversubscription Shares”), then the Elected Oversubscription Shares shall be reduced pro rata based on each Oversubscription Participant’s subscription amount pursuant to the Oversubscription Procedures (and irrespective of the allocation of Rights under the Plan) in order to equal the Oversubscription Shares. The Purchase Price paid for Oversubscription Shares that are subscribed for but not issued to an Oversubscription Participant will be returned to the Oversubscription Participant without interest as provided in Section 7 hereof.


6

Oversubscription Participants must indicate on their Beneficial Holder Subscription Form the number of Oversubscription Shares for which they wish to subscribe, and must fund the Purchase Price for such Oversubscription Shares in accordance with the instructions provided herein.

3. Subscription Period

The Rights Offering will commence on the Subscription Commencement Date and will expire on the Subscription Expiration Deadline. Each Noteholder intending to purchase Offered Shares in the Rights Offering must affirmatively elect to exercise its Rights in the manner set forth in the Rights Offering Instructions (consistent herewith, including as described in Section 5 hereof) on or prior to the Subscription Expiration Deadline and must pay for any exercised Rights by the applicable deadline.

Any exercise (including payment by any Noteholder that is not an Equity Backstop Party) of Rights after the Subscription Expiration Deadline will not be allowed and any purported exercise received by the Subscription Agent after the Subscription Expiration Deadline, regardless of when the documents or payment relating to such exercise were sent, will not be honored.

The Subscription Expiration Deadline may be extended by the Debtors with the consent of the Required Consenting Noteholders (as defined in the Plan), or as required by law. Any such extension will be followed by a public announcement thereof no later than 9:00 a.m. (Prevailing Eastern Time) on the next Business Day after the previously scheduled Subscription Expiration Deadline.

4. Delivery of the Beneficial Holder Subscription Form

Each Noteholder may exercise all or any portion of such Noteholder’s Rights, but subject to the terms and conditions of the Plan and these Rights Offering Procedures, the exercise of any Rights will be irrevocable. In order to facilitate the exercise of the Rights, beginning on the Subscription Commencement Date, the Subscription Agent will furnish, or cause to be furnished, to each Noteholder or its Nominee, as applicable, the Beneficial Holder Subscription Form, together with appropriate instructions for the proper completion and due execution by, and timely delivery by or on behalf of, the Noteholder of the Beneficial Holder Subscription Form and the payment of the Purchase Price for that number of Offered Shares set forth in Items 2 and 3 of such Noteholder’s Beneficial Holder Subscription Form (including any Oversubscription Shares, the “Subscribed Shares”). To effectuate delivery of the aforementioned documents, the Subscription Agent is authorized to rely on (i) information or registers provided by the applicable indenture trustees of the Notes and (ii) securities position reports requested and obtained from DTC for purposes of distribution. In addition, appropriate service of the aforementioned documents will be deemed completed by the Subscription Agent upon delivery of such documents to DTC and the applicable Nominees (or such Nominees’ agents); provided, however, that the Subscription Agent will instruct such Nominees (or their agents) to immediately distribute such documents to the underlying Noteholders in accordance with their customary procedures.


7

5. Exercise of Rights

For any Noteholder holding through a Nominee: In order to exercise a Noteholder’s Rights, such Noteholder’s Nominee must submit the relevant portion of Notes as to which the Rights pertain into the ATOP system to the account maintained by the Subscription Agent with DTC.

For any Registered Holder: By exercising a Registered Holder’s Rights, such Registered Holder’s underlying Notes will be frozen from trading on the register of the applicable indenture trustee, and the indenture trustee will be prohibited from effectuating any such requested transfer without the approval of the Subscription Agent.

(a) In order to validly exercise Rights, each Noteholder that is not an Equity Backstop Party must:

(i) instruct its Nominee(s) to electronically deliver, the Notes underlying the Rights that are being exercised through ATOP, such that they are received by the Subscription Expiration Deadline (this requirement does not apply to Registered Holders);

(ii) return a duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent (if a Registered Holder) or its Nominee (or as otherwise directed by its Nominee) so that such documents are actually received by the Subscription Agent on or before the Subscription Expiration Deadline; and

(iii) no later than the Subscription Expiration Deadline, pay the Purchase Price for all Subscribed Shares, including all Oversubscription Shares, to the Subscription Agent by wire transfer of immediately available funds in accordance with the instructions included in Item 6 of the Beneficial Holder Subscription Form.

(b) In order to validly exercise Rights, each Noteholder that is an Equity Backstop Party must:

(i) instruct its Nominees to electronically deliver the Notes underlying the Rights that are being exercised through ATOP, such that they are received by the Subscription Expiration Deadline (this requirement does not apply to Registered Holders);

(ii) return a duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent (if a Registered Holder) or its Nominee (or as otherwise directed by its Nominee) so that such documents are actually received by the Subscription Agent on or before the Subscription Expiration Deadline; and

(iii) no later than the deadline specified in the Funding Notice (as defined in the Equity Backstop Agreement) (such deadline, the “Backstop Funding Deadline”), pay the Purchase Price for all Subscribed Shares to the Subscription Agent or to the Escrow Account established and maintained by a third party satisfactory to the Equity Backstop Parties and the Company (the “Escrow Agent”) by wire transfer of


8

immediately available funds in accordance with the instructions included in the Funding Notice.

(c) With respect to 5(a) and 5(b) above, a Noteholder that holds Allowed Notes Claims through a Nominee must duly complete, execute and return its Beneficial Holder Subscription Form in accordance with the instructions herein directly to its Nominee (or as otherwise directed by its Nominee) in sufficient time to allow its Nominee to process its instructions and deliver to the Subscription Agent its completed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) on or before the Subscription Expiration Deadline. Noteholders that are Equity Backstop Parties must deliver their payment of the Purchase Price for their Subscribed Shares directly to the Subscription Agent or to the Escrow Account, as applicable, and in accordance with the instructions in the Funding Notice no later than Backstop Funding Deadline.

(d) Any Noteholder that is not an Equity Backstop Party and that does not hold an Allowed Notes Claim through a Nominee must deliver their completed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and payment directly to the Subscription Agent on or before the Subscription Expiration Deadline.

(e) In the event that funds received by the Subscription Agent in payment for such Noteholder’s Subscribed Shares are less than the Purchase Price for the Subscribed Shares of such Noteholder, the number of Subscribed Shares deemed to be purchased by the Noteholder will be the lesser of (i) the number of Subscribed Shares elected to be purchased by such Noteholder as evidenced by the relevant ATOP submission(s) and (ii) a number determined by dividing the amount of such funds received by the Purchase Price, in each case up to such Noteholder’s Pro Rata Share of Offered Shares. For the avoidance of doubt, the principal amount(s) of underlying Notes held by a Noteholder that is electronically delivered through ATOP will control, regardless of the principal amount(s) reflected on the Beneficial Holder Subscription Form, for purposes of making any Rights calculations or otherwise.

(f) The payments of cash made in accordance with the Rights Offering will be deposited and held by the Subscription Agent in a segregated bank account established by the Subscription Agent for this purpose, until disbursed to the Company in connection with the settlement of the Rights Offering on the Effective Date or returned to subscribing Noteholders as provided in Section 7. The Subscription Agent may not use such funds for any other purpose prior to such Effective Date and may not encumber or permit such funds to be encumbered with any lien or similar encumbrance. Such funds held in the segregated bank account or otherwise by the Subscription Agent shall not be deemed part of the Debtors’ bankruptcy estate.


9

6. Transfer Restriction; Revocation

(a) The Rights will not be detachable or otherwise transferable separately from the Notes. If any Rights are transferred by a Noteholder in contravention of the foregoing, the Rights will be cancelled, and neither such Noteholder nor the purported transferee will receive any Offered Shares otherwise purchasable on account of such transferred Rights.

(b) The Rights together with the underlying Notes with respect to which such Rights were allocated, will trade together as a unit, subject to such limitations, if any, that would be applicable to the transferability of the underlying Notes.

(c) Once a Noteholder has properly exercised its Rights, subject to the terms and conditions contained in these Rights Offering Procedures and the Equity Backstop Agreement in the case of any Equity Backstop Party, such exercise will be irrevocable. Moreover, following the exercise of any Rights, the Holder thereof shall be prohibited from transferring or assigning the Notes, as applicable, corresponding to such Rights until the termination of the Rights Offering.

7. Termination/Return of Payment

Unless the Effective Date has occurred, the Rights Offering will be deemed automatically terminated without any action of any party upon the earlier of (i) revocation of the Plan or rejection of the Plan by all classes entitled to vote, (ii) termination of the Restructuring Support Agreement (as defined in the Equity Backstop Agreement) in accordance with its terms, (iii) termination of the Equity Backstop Agreement in accordance with its terms, and (iv) September 5, 2019, if the closing of the Rights Offering has not occurred on or prior to that date, which may be extended by the Debtors with the consent of the Required Consenting Noteholders. If the Rights Offering is terminated, any cash paid to the Subscription Agent will be returned, without interest, and all deposited Notes shall be released by the Subscription Agent, to the applicable Noteholder as soon as reasonably practicable thereafter, but in any event within six (6) Business Days after the date on which the Rights Offering is terminated.

If the number of Oversubscription Shares issuable to the Oversubscription Participants is less than the aggregate number of Offered Shares for which Oversubscription Participants have duly subscribed, then the Purchase Price paid for Oversubscription Shares that are subscribed for but not issued will be returned, without interest, to the Oversubscription Participants as soon as reasonably practicable thereafter, but in any event within six (6) Business Days after the Effective Date.

8. Settlement of the Rights Offering and Distribution of the Subscribed Shares

The settlement of the Rights Offering is conditioned on confirmation of the Plan by the Bankruptcy Court, compliance by the Debtors with these Rights Offering Procedures, satisfaction of the conditions precedent set forth in the Equity Backstop Agreement and the simultaneous occurrence of the Effective Date. The Debtors intend that the Subscribed Shares will be issued in book-entry form in accordance with the practices and procedures of DTC, and that DTC, or its nominee, will be the holder of record of such Subscribed Shares. The Company will cause the Subscribed Shares to be credited to the accounts at DTC through which the respective Noteholders or Nominees, as applicable, held the Notes underlying the applicable Allowed Notes Claims (as evidenced by the Noteholder’s ATOP submission), and, for Notes held through Nominees, the


10

Nominees will arrange for the credit of the Subscribed Shares to the individual accounts of the applicable Noteholders. For Registered Holders, the Subscription Agent will obtain delivery instructions directly from Registered Holders that participate in the Rights Offering.

If for any reason the Subscribed Shares cannot be issued in book-entry form in accordance with the practices and procedures of DTC, the Subscribed Shares will be issued and registered in the name of the subscribing Noteholders on the books and records of the applicable transfer agent of the Subscribed Shares, subject to the terms of the Plan and applicable law, including compliance with section 1145 of the Bankruptcy Code. After the initial issuance of the Subscribed Shares, however, Noteholders may freely transfer such Subscribed Shares in accordance with the procedures of the applicable transfer agent.

9. Fractional Subscribed Shares

No fractional Rights or shares will be issued in the Rights Offering. All share allocations (including each Noteholder’s Subscribed Shares) will be calculated and rounded down to the nearest whole share. No compensation shall be paid, whether in cash or otherwise, in respect of any rounded-down amounts.

10. Validity of Exercise of Rights

All questions concerning the timeliness, viability, form, and eligibility of any exercise of Rights (including each Noteholder’s Subscribed Shares) will be determined in good faith by the Debtors in consultation with the Required Consenting Noteholders and if necessary, subject to a final and binding determination by the Bankruptcy Court. The Debtors, with the consent of the Required Consenting Noteholders, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as they may determine in good faith, or reject the purported exercise of any Rights. Beneficial Holder Subscription Forms will be deemed not to have been received or accepted until all irregularities have been waived or cured within such time as the Debtors determine in good faith and with the consent of the Required Consenting Noteholders. In addition, the Debtors, with the consent of the Required Consenting Noteholders, may permit any such defect or irregularity to be cured within such time as they may determine in good faith to be appropriate.

For the avoidance of doubt and notwithstanding the above, the Debtor and its agents are not required to inform parties of any defect or irregularity with their submission of documents or payments and may reject such submissions without previously notifying the party prior to such rejection. Additionally, each such irregularity or defect if reviewed, will be done so on an individual submission basis.

Before exercising any Rights, Noteholders should read the Disclosure Statement and the Plan for information relating to the Debtors and risk factors to be considered.

11. Modification of Procedures

The Debtors reserve the right, with the consent of the Required Consenting Noteholders, to modify or adopt additional procedures consistent with the provisions of these Rights Offering Procedures to effectuate the Rights Offering and to issue the Subscribed Shares; provided, however, that the Debtors shall provide prompt written notice to each Noteholder (which may be


11

through such Noteholder’s applicable Nominee) of any material modification to these Rights Offering Procedures made after the commencement of the Rights Offering, which such notice may be provided through posting such notice on the Subscription Agent’s website at https://cases.primeclerk.com/hexionsubscription. In so doing, the Debtors, with the consent of the Required Consenting Noteholders, may execute and enter into agreements and take further action that the Debtors determine in good faith are necessary and appropriate to effect and implement the Rights Offering and the issuance of the Subscribed Shares.

12. DTC

Some or all of the Notes are held in book-entry form in accordance with the practices and procedures of the DTC. The Debtors intend to comply with the practices and procedures of DTC for the purpose of conducting the Rights Offering, and, subject to compliance with Section 11 hereof, these Rights Offering Procedures will be deemed appropriately modified to achieve such compliance.

Without limiting the foregoing, the Company intends that, to the extent practicable, the Offered Shares will be issued in book entry form, except with respect to persons that may be deemed underwriters under section 1145(b) of the Bankruptcy Code (who are obligated to make themselves known to the Company), and that DTC, or its nominee, will be the holder of record of such Offered Shares. The ownership interest of each Holder of such Offered Shares, and transfers of ownership interests therein, is expected to be recorded on the records of the direct and indirect participants in DTC. It is expected that all Subscribed Shares will be allocated to exercising Noteholders through DTC, along with the related distribution of New Common Equity, on or as soon as practicable after the Effective Date. To the extent the Offered Shares are not eligible to be held through DTC, the Offered Shares will be allocated to Noteholders based on the information provided in Item 8 on the Beneficial Holder Subscription Form.

13. Inquiries and Transmittal of Documents; Subscription Agent

The Rights Offering Instructions should be carefully read and strictly followed.

Questions relating to the Rights Offering should be directed to the Subscription Agent at the following phone number or email address: +1 (844) 627-8452 (domestic toll-free) or +1 (347) 292-4080 (for international calls) or [email protected]. To obtain copies of the documents, please visit https://cases.primeclerk.com/hexionsubscription.

The risk of non-delivery of all documents and payments to the Subscription Agent and any Nominee is on the Noteholder electing to exercise its Rights and not the Debtors or the Subscription Agent.


12

Registered Holders and Nominees (or Noteholders that are instructed by their Nominees to return the Beneficial Holder Subscription Form directly to the Subscription Agent) must return the Beneficial Holder Subscription Form and the appropriate IRS tax form by no later than the Subscription Expiration Deadline to the following:

Hexion Rights Offering c/o Prime Clerk LLC

One Grand Central Place 60 East 42nd Street, Suite 1440

New York, NY 10165 Email: [email protected]

All documents relating to the Rights Offering are available from the Subscription Agent at

this address. In addition, these documents, together with all filing made with the Court by the Debtors, are available free of charge from the Debtors’ restructuring website at http://www.omnimgt.com/HexionRestructuring.

Only choose one method of return. If you choose to return the applicable documents via

email, do not follow up with hard copies.

14. Equity Backstop Agreement

The Debtors are party to that certain Equity Backstop Commitment Agreement (the “Equity Backstop Agreement”) dated April 25, 2019 with the Equity Backstop Parties. In the event of any conflict between these Rights Offering Procedures and the terms of the Equity Backstop Agreement, the terms of the Equity Backstop Agreement will control.


HEXION RIGHTS OFFERING INSTRUCTIONS

Terms used and not defined herein shall have the meaning assigned to them in the Plan.

To elect to participate in the Rights Offering, you must follow the instructions set out below:

1. Insert the principal amount of your Notes that you hold in Item 1 of your Beneficial Holder Subscription Form. If your Nominee holds the Notes issued by the Debtors on your behalf and you do not know the principal amount, please contact your Nominee immediately. Please note that the principal amount of your Notes electronically delivered by your Nominee through ATOP will control for all purposes to the extent of any discrepancies.

2. Complete the calculation in Item 1a-1k of your Beneficial Holder Subscription Form, which calculates your Maximum Participation Amount (i.e., the maximum amount of Offered Shares, not including Oversubscription Shares, you are entitled to purchase in the Rights Offering). Such amount must be rounded down to the nearest whole share.

3. Complete the calculation in Item 2a-2k of your Beneficial Holder Subscription Form, which calculates the Purchase Price for the amount of Offered Shares, not including any Oversubscription Shares, which you elect to purchase.

4. Complete the calculation in Item 3 of your Beneficial Holder Subscription Form if you are subscribing for Oversubscription Shares, which calculates the Purchase Price for the amount of Oversubscription Shares which you elect to purchase.

5. Complete the calculation in Item 4 of your Beneficial Holder Subscription Form, which calculates the Purchase Price for the amount of Offered Shares, including Oversubscription Shares, which you elect to purchase. If you do not wish to purchase all of the Offered Shares to which you are entitled, you must provide instructions to your Nominee to submit ONLY the relevant portion of your Notes into the ATOP system (as reflected in Item 5 of your Beneficial Holder Subscription Form). For example, if you only wish to subscribe for 50% of your Notes, then submit, or request that your Nominee submit, only 50% of your Notes through ATOP. Registered Holders will be prohibited from trading only the portion of their underlying Notes on account of Rights for which they wish to subscribe.

6. Read Item 6 of your Beneficial Holder Subscription Form.

7. Read, complete and sign the certification in Item 7 of your Beneficial Holder Subscription Form and all other requested information in the remaining items.

8. Read, complete and sign an IRS Form W-9 if you are a U.S. person. If you are a non-U.S. person, read, complete and sign an appropriate IRS Form IRS Form W-8. These forms may be obtained from the IRS at its website: www.irs.gov.

9. Instruct your Nominee to electronically deliver via ATOP your Notes to the Subscription Agent by the Subscription Expiration Deadline. This requirement does not apply to Registered Holders.


2

10. Return your signed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) to the Subscription Agent prior to the Subscription Expiration Deadline or to your Nominee in sufficient time to allow your Nominee to process your instructions and prepare and deliver your Beneficial Holder Subscription Form to the Subscription Agent (or otherwise follow the instructions of your Nominee) prior to the Subscription Expiration Deadline.

11. Arrange for full payment of the Purchase Price in immediately available funds, calculated in accordance with Item 4 of your Beneficial Holder Subscription Form. A Noteholder who is not an Equity Backstop Party should follow the payment instructions as provided in Item 6 of the Beneficial Holder Subscription Form. Any Equity Backstop Party should follow the payment instructions that will be provided in the Funding Notice, except to the extent of any Purchase Price previously paid by such Equity Backstop Party to the Subscription Agent or the Escrow Account in accordance with the terms of the Equity Backstop Agreement.

12. For Equity Backstop Parties ONLY, confirm that you are an Equity Backstop Party by checking the appropriate box in Item 7 of your Beneficial Holder Subscription Form, so that the Nominee will receive confirmation that payment does not have to be made prior to the Subscription Expiration Deadline. (This instruction is only for Equity Backstop Parties).

The Subscription Expiration Deadline is 5:00 p.m. (Prevailing Eastern Time) on June 14, 2019.

Beneficial Holder Subscription Forms (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by the Subscription Agent and the underlying Notes must be delivered through ATOP to the Subscription Agent (except with respect to Registered Holders) by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Rights will be deemed forever relinquished and waived.

If you hold your Notes through a Nominee, please note that, unless otherwise directed by your Nominee, the Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your Nominee in sufficient time to allow such Nominee to process and deliver your underlying Notes through ATOP to the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Rights will be deemed forever relinquished and waived

Further, the full payment of the Purchase Price by Noteholders who are not Equity Backstop Parties must be received by the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized, and the associated Rights will be deemed forever relinquished and waived.

Noteholders that are Equity Backstop Parties must deliver the Purchase Price for their Subscribed Shares directly to the Subscription Agent or to the Escrow Account, as


3

applicable, pursuant to the Funding Notice (except to the extent of any funding amounts previously provided by any such Noteholders to the Subscription Agent or the Escrow Account in accordance with the terms of the Equity Backstop Agreement) no later than the Backstop Funding Deadline.

Questions relating to the Rights Offering should be directed to the Subscription Agent at the following phone number or email address: +1 (844) 627-8452 (domestic toll-free) or +1 (347) 292-4080 (for international calls) or [email protected]. To obtain copies of the documents, please visit https://cases.primeclerk.com/hexionsubscription.





Only choose one method of return. If you choose to return the applicable documents via

email, do not follow up with hard copies.


Annex 1

Beneficial Holder Subscription Form

[Beneficial Holder Subscription Form provided as a separate document.]


Exhibit D


HEXION RIGHTS OFFERING

BENEFICIAL HOLDER SUBSCRIPTION FORM

FOR USE BY NOTEHOLDERS IN CONNECTION WITH DEBTORS’

PROPOSED CONFIRMATION OF THE PLAN AND THE RELATED

DISCLOSURE STATEMENT DATED MAY 22, 2019

SUBSCRIPTION EXPIRATION DEADLINE

The Subscription Expiration Deadline is 5:00 p.m. (Prevailing Eastern Time) on June 14, 2019.

Equity Backstop Parties must deliver the appropriate funding amounts directly to the Subscription Agent or the Escrow Account, as applicable (except to the extent of any funding amounts previously provided by any such Equity Backstop Party to the Subscription Agent or the Escrow Account in accordance with the terms of the Equity Backstop Agreement), no later than the deadline specified in the Funding Notice (the “Backstop Funding Deadline”).

If you are a Registered Holder, your duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized and will be deemed forever relinquished and waived.

If you hold your Notes through a Nominee, your duly completed and executed Beneficial Holder Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your Nominee (or as otherwise directed by your Nominee) in sufficient time to allow such Nominee to deliver your underlying Notes through ATOP and your Beneficial Holder Subscription Form to the Subscription Agent by the Subscription Expiration Deadline or the subscription represented by your Beneficial Holder Subscription Form will not be recognized and will be deemed forever relinquished and waived.

Further, you must complete (or otherwise coordinate for the completion of) a wire transfer of the Purchase Price to the Subscription Agent in accordance with the wire instructions by the Subscription Expiration Deadline, or in accordance with the


2

Funding Notice if you are an Equity Backstop Party, or the subscription represented by your Beneficial Holder Subscription Form will not be recognized and will be deemed forever relinquished and waived.

The Offered Shares are being distributed and issued by the Debtors without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in section 1145 of the Bankruptcy Code. None of the Offered Shares have been registered under the Securities Act, nor any state or local law requiring registration for offer or sale of a security.

Please consult the Plan and the Rights Offering Procedures for additional information with respect to this Beneficial Holder Subscription Form. Any terms capitalized but not defined herein shall have the meaning as set forth in the Plan.

Each Noteholder is entitled to subscribe for its Pro Rata Share of Offered Shares. The maximum number of shares of Offered Shares for which a Noteholder is entitled to subscribe (calculated based on the principal amount of underlying Notes electronically delivered via ATOP), not including any Oversubscription Shares, is referred to as the “Maximum Participation Amount.”

In addition, each Noteholder that has subscribed for its Maximum Participation Amount may, but is not required to, subscribe for and purchase Oversubscription Shares up to an amount of Oversubscription Shares equal to its Maximum Participation Amount.

If the actual number of Oversubscription Shares is less than the aggregate number of Oversubscription Shares for which Noteholders have duly subscribed, then the number of Oversubscription Shares that each such Noteholder will receive will be reduced pro rata in proportion to the ratio of (x) the actual number of Oversubscription Shares to (y) the number of Oversubscription Shares subscribed for by all Noteholders in the aggregate, and the Purchase Price paid for Oversubscription Shares that are subscribed for but not issued will be returned as soon as practicable following the Subscription Expiration Deadline and finalization of the results of the Rights Offering.

To subscribe, fill out all Items below (unless marked as optional).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


3

Item 1. Amount of Notes and Calculation of Maximum Number of Offered Shares (not including Oversubscription Shares)

The undersigned Noteholder certifies that it is a beneficial Holder of Notes in the following principal amount and that the person executing this form is an authorized signatory of that beneficial Holder. For purposes of this Beneficial Holder Subscription Form, do not adjust the principal (face) amount for any accrued or unmatured interest. The amounts below must correspond to the principal amounts of Notes that your Nominee electronically delivers via ATOP or, with respect to Registered Holders, the principal amounts reflected on the register of the applicable indenture trustee (if there is a discrepancy between Item 1 and the amount delivered via ATOP or on the indenture trustee’s register, ATOP or such register, as applicable, shall control). (If a Nominee holds your Notes on your behalf and you do not know the principal amount, please contact your Nominee immediately).

IMPORTANT NOTE: IF YOU HOLD YOUR NOTES THROUGH MORE THAN ONE NOMINEE, YOU MUST COMPLETE AND RETURN A SEPARATE BENEFICIAL HOLDER SUBSCRIPTION FORM TO EACH APPLICABLE NOMINEE. YOU MAY NOT AGGREGATE POSITIONS HELD BY DIFFERENT NOMINEES ON A SINGLE BENEFICIAL HOLDER SUBSCRIPTION FORM.

[Insert principal amount of Notes electronically delivered through ATOP (or, for Registered Holders, reflected on the applicable indenture trustee’s register) and calculate Maximum Number of Offered Shares for each CUSIP held]

If you own the following Notes:

CUSIP/ISIN Principal Amount delivered via ATOP or

reflected on the applicable indenture trustee’s

register

Rights Factor The Maximum Number of Offered Shares is:

6.625% first lien notes due 2020

428302 AA1 /

US428302AA14 $______________________ x 0.006884432 =

_____________

Item 1a

(Round down to the nearest whole share)


4




register



428302 AD5 /

US428302AD52 $______________________ x 0.006884432 = _____________

Item 1b



U43218 AB9 /

USU43218AB99 $______________________ x 0.006884432 = _____________

Item 1c



42829LAC8 /

US42829LAC81 $______________________ x 0.007042852 = _____________

Item 1d



5




register



42829L AD6 /

US42829LAD64 $______________________ x 0.006859644 =

_____________

Item 1e



U4321L AB0 /

USU4321LAB00 $______________________ x 0.006859644 =

_____________

Item 1f


13.750% 1.5 lien notes due 2022

42829L AE4 /

US42829LAE48 $______________________ x 0.005965126 =

_____________

Item 1g



6




register


13.750% 1.5 lien notes due 2022

U4321L AC8 /

USU4321LAC82 $______________________ x 0.005965126 =

_____________

Item 1h


9.000% second lien notes due 2020

428303 AM3 / US428303AM35 $______________________ x 0.006029759 =

_____________

Item 1i


9.200% unsecured debentures due 2021

099599 AH5 /

US099599AH59 $______________________ x 0.005855332 =

_____________

Item 1j



7




register


7.875% unsecured debentures due 2023

099599 AJ1 /

US099599AJ16 $______________________ x 0.005890168 =

_____________

Item 1k


Total Maximum Participation Amount (Total of Items 1a-1k):

(THIS IS ALSO THE MAXIMUM NUMBER OF OVERSUBSCRIPTION

SHARES YOU MAY ELECT TO PURCHASE IN ITEM 3 BELOW) ______________


8

Item 2. Purchase Price for Offered Shares

By filling in the following blanks, you are subscribing for the number of Offered Shares specified below (specify a number of Offered Shares, which is not greater than the Maximum Participation Amount calculated in Item 1 above), on the terms and subject to the conditions set forth in the Plan and the Rights Offering Procedures.

2a

________________________

(Insert number of Offered Shares you elect to purchase – not to exceed the

amount in Item 1a above)

x $13.00 =

$_________________________

Item 2a – Purchase Price

2b

________________________


amount in Item 1b above)

x $13.00 =

$_________________________

Item 2b – Purchase Price

2c

________________________


amount in Item 1c above)

x $13.00 =

$_________________________

Item 2c – Purchase Price


9

2d

________________________


amount in Item 1d above)

x $13.00 =

$_________________________

Item 2d – Purchase Price

2e

________________________


amount in Item 1e above)

x $13.00 =

$_________________________

Item 2e – Purchase Price

2f

________________________


amount in Item 1f above)

x $13.00 =

$_________________________

Item 2f – Purchase Price


10

2g ________________________


amount in Item 1g above)

x $13.00 = $_________________________

Item 2g – Purchase Price

2h _______________________


amount in Item 1h above)

x $13.00 = $_________________________

Item 2h – Purchase Price

2i ________________________


amount in Item 1i above)

x $13.00 = $_________________________

Item 2i – Purchase Price


11

2j

________________________


amount in Item 1j above)

x $13.00 =

$_________________________

Item 2j – Purchase Price

2k

________________________


amount in Item 1k above)

x $13.00 =

$_________________________

Item 2k – Purchase Price

Total Offered Shares Electing to Purchase:

_______________________

(Indicate total number of Offered Shares you elect to

purchase from Items 2a-2k in each row above)

Total Purchase Price for Offered Shares

(insert in Item 4 below:

$___________________________

(Indicate total Purchase Price of Offered Shares you elect to purchase by adding Items 2a-2k in each row

above)


12

Item 3. Oversubscription Shares Exercise Amount (Optional). By filling in the following blanks, you are subscribing for the number of Oversubscription Shares specified below (specify a

number of Oversubscription Shares, which is not greater than the Maximum Participation Amount calculated in Item 2 above), on the terms of and subject to the conditions set forth in the Plan and Rights Offering Procedures.

_____________________________

(Indicate total number of Oversubscription Shares you elect to purchase)

X $13.00

=

$_________________________

Purchase Price of Oversubscription Shares

(Insert in Item 4 below)

Item 4. Purchase Price. (Required). Calculate the Purchase Price for all your Subscribed Shares by adding the total purchase price from each of Item 2 and Item 3 (if any).

$_____________________ (Purchase Price of Offered Shares

from Item 2)

+

$______________________ (Purchase Price of

Oversubscription Shares from Item 3, if any)

= $______________________

(Purchase Price for Subscribed Shares)


13

Item 5. Principal Amount and Nominee/ DTC Information. Holders electing to participate in the Rights Offering must electronically deliver their applicable underlying Notes via DTC’s Automated Tender Offer Program (“ATOP”) or your applicable depository. THIS SECTION DOES NOT APPLY TO REGISTERED HOLDERS. IF YOU HAVE ANY QUESTIONS REGARDING WHETHER YOU ARE A REGISTERD HOLDER, PLEASE CONTACT THE SUBSCRIPTION AGENT FOR FURTHER INFORMATION.

The undersigned hereby certifies that the undersigned has electronically delivered their underlying Notes via DTC’s ATOP system in the following principal amount(s). (Noteholders must coordinate with their Nominee to tender their Notes in order to obtain the DTC ATOP Confirmation Number from their Nominee, as applicable, to complete this table prior to returning this Beneficial Holder Subscription Form):

CUSIP/ISIN Principal Amount Tendered

DTC ATOP Confirmation Number

Euroclear or Clearstream Ref

Number

Nominee Holding Position at DTC,

or Other Applicable Depository

428302 AA1 / US428302AA14

$

428302 AD5 / US428302AD52

$

U43218 AB9 / USU43218AB99

$

42829LAC8 / US42829LAC81

$

42829L AD6 / US42829LAD64

$

U4321L AB0 / USU4321LAB00

$

42829L AE4 / US42829LAE48

$

U4321L AC8 / USU4321LAC82

$

428303 AM3 / US428303AM35

$

099599 AH5 / US099599AH59

$

099599 AJ1 / US099599AJ16

SRF 33162

$


14

Item 6. Payment and Delivery Instructions

Payment of the Purchase Price calculated pursuant to Item 4 above shall be made by wire transfer ONLY of immediately available funds.

YOUR BENEFICIAL HOLDER SUBSCRIPTION FORM (WITH ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MUST BE RECEIVED BY THE SUBSCRIPTION AGENT AND THE UNDERLYING NOTES MUST BE DELIVERED THROUGH ATOP TO THE SUBSCRIPTION AGENT (EXCEPT FOR REGISTERED HOLDERS ONLY) BY THE SUBSCRIPTION EXPIRATION DEADLINE OR THE SUBSCRIPTION REPRESENTED BY YOUR BENEFICIAL HOLDER SUBSCRIPTION FORM WILL NOT BE RECOGNIZED, AND THE ASSOCIATED RIGHTS WILL BE DEEMED FOREVER RELINQUISHED AND WAIVED.

IF YOU HOLD YOUR NOTES THROUGH A NOMINEE, PLEASE NOTE THAT, UNLESS OTHERWISE DIRECTED BY YOUR NOMINEE, THE BENEFICIAL HOLDER SUBSCRIPTION FORM (WITH ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MUST BE RECEIVED BY YOUR NOMINEE IN SUFFICIENT TIME TO ALLOW SUCH NOMINEE TO PROCESS AND DELIVER YOUR UNDERLYING NOTES THROUGH ATOP TO THE SUBSCRIPTION AGENT BY THE SUBSCRIPTION EXPIRATION DEADLINE OR THE SUBSCRIPTION REPRESENTED BY YOUR BENEFICIAL HOLDER SUBSCRIPTION FORM WILL NOT BE RECOGNIZED, AND THE ASSOCIATED RIGHTS WILL BE DEEMED FOREVER RELINQUISHED AND WAIVED.

NOTEHOLDERS WHO ARE NOT EQUITY BACKSTOP PARTIES MUST DELIVER FULL PAYMENT OF THE PURCHASE PRICE SO AS TO BE RECEIVED BY THE SUBSCRIPTION AGENT BY THE SUBSCRIPTION EXPIRATION DEADLINE OR THE SUBSCRIPTION REPRESENTED BY SUCH NOTEHOLDER’S BENEFICIAL HOLDER SUBSCRIPTION FORM WILL NOT BE RECOGNIZED, AND THE ASSOCIATED RIGHTS WILL BE DEEMED FOREVER RELINQUISHED AND WAIVED.

NOTEHOLDERS WHO ARE EQUITY BACKSTOP PARTIES MUST DELIVER THE PURCHASE PRICE IN ACCORDANCE WITH THE INSTRUCTIONS IN THE FUNDING NOTICE.






15

Only choose one method of return. If you choose to return the applicable documents via email, do not follow up with hard copies.

For Noteholders other than Equity Backstop Parties, payment of the Purchase Price calculated in Item 4 above shall be made by wire transfer ONLY in accordance with the following instructions:

U.S. Wire Instructions:

Account Name : Hexion Rights Offering Account

Bank Account No.: 9900000705

ABA/Routing No.: 084106768

Bank Name: Evolve Bank & Trust

Bank Address: 6070 Poplar Ave., Suite 100 Memphis, TN 38119

Reference: [Insert Form Number in memo field]1

International Wire Instructions:

Correspondent/Intermediary Bank SWIFT FRNAUS44

Correspondent/Intermediary Bank Name First National Banker’s Bank

Correspondent/Intermediary Bank Address 7813 Office Park Blvd Baton Rouge, LA 70809

Beneficiary Account Number 084106768

Beneficiary Name Evolve Bank & Trust

Beneficiary Address 6070 Poplar Ave, Suite 200 Memphis, TN 38119

Memo, Special Instructions, Originator to Beneficiary Information, Bank to Bank Information

Credit: Hexion Rights Offering Account Account #: 9900000705 [Insert Form Number in memo field]

Please note that the failure to include the claimant name or form number in the reference field of any domestic or international wire payment may result in the rejection of the corresponding rights offering submission. In addition, please also note that payments cannot be aggregated, and one wire should be sent per Beneficial Holder Subscription Form submission.

1 Upon submission of your Beneficial Holder Subscription Form, the Subscription Agent will provide you with a form number that must be included in the wire reference section.


16

Item 7. Certification.

The undersigned Noteholder certifies that (i) as of the date hereof, the undersigned is the beneficial Holder of the Notes set forth in Item 1 above and will continue to be the beneficial owner thereof through the Subscription Expiration Deadline, (ii) the undersigned has received a copy of the Plan, the Disclosure Statement, the Rights Offering Procedures and the Rights Offering Instructions and (iii) the undersigned understands that the exercise of its Rights under the Rights Offering is subject to all the terms and conditions set forth in the Plan and the Rights Offering Procedures.

For Noteholders who hold Notes through Nominees: By electing to subscribe for the amount of Offered Shares designated under Item 2 above, the undersigned Noteholder is hereby instructing its Nominee to arrange for delivery of its