Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -2- |
| Our own commitments of $245,022,716 are subject to Hexions receipt of similar commitments from a limited number of other large investors in Huntsman (Additional Commitments) such that the aggregate notional amount of all CVR commitments is at least $500,000,000. We have discussed this proposal with Peter Huntsman and requested that the Huntsman family and certain of their controlled entities (the Huntsman Family Stockholders) join the attached commitment letter. Peter Huntsman has informed us that it is his expectation that the Huntsman Family Stockholders will commit to subscribe for an aggregate of $186,233,986 in notional amount of CVRs on the terms and conditions set forth in the commitment letter at such time as sufficient Additional Commitments are received such that the aggregate of all CVR commitments, |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -3- |
including the commitments of the Huntsman Family Stockholders, is at least $500,000,000. Based on our analysis of the institutional ownership of Huntsman common equity, we believe that at least the requisite amount of Additional Commitments ($68,743,298) can be obtained from other large stockholders who see the situation in the same terms that we do. In the event that you receive Additional Commitments in excess of that amount, we agree that you may increase the total amount of CVRs rather than reduce our own commitments. | |||
| Our commitments also are subject to Hexions acceptance of the commitment letter by September 15, 2008. In accepting the commitment letter, we ask Hexion to confirm that, assuming the Company Material Adverse Effect condition in the Merger Agreement will be satisfied or waived as of the closing date, Hexion has no other reason to believe that any condition precedent to any partys obligation to effect the merger will not be timely satisfied or that any party has or will have the right to terminate the Merger Agreement prior to the consummation of the merger. We feel it is important to verify this as part of a bona fide acceptance of our commitments, which require us to allocate capital for the CVR investment and hold a minimum amount of Huntsman stock until consummation of the merger. We do not believe that acceptance of our commitment letter will limit Hexions ability to argue (now or later) that a Company Material Adverse Effect has occurred. | ||
| Finally, our commitments are subject to the consummation of the merger on the terms and at the price specified in the Merger Agreement. Obviously, we do not intend to subscribe for CVRs on the terms described in the commitment letter if the consideration payable under the Merger Agreement is reduced or delayed, or other changes adverse to us are made without our consent. |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -4- |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -5- |
CITADEL LIMITED PARTNERSHIP | ||||
By: | CITADEL INVESTMENT GROUP, L.L.C., its General Partner | |||
By: | /s/ John C. Nagel | |||
Name: John C. Nagel | ||||
Title: Authorized Signatory | ||||
D. E. SHAW VALENCE PORTFOLIOS, L.L.C. | ||||
By: | D. E. SHAW & CO., L.P., as Managing Member | |||
By: | /s/ Julius Gaudio | |||
Name: Julius Gaudio | ||||
Title: Managing Director | ||||
D. E. SHAW OCULUS PORTFOLIOS, L.L.C. |
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By: | D. E. SHAW & CO., L.L.C., as Managing Member | |||
By: | /s/ Julius Gaudio | |||
Name: Julius Gaudio | ||||
Title: Managing Director |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -6- |
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P. |
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By: | MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor |
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By: | ||||
Name: | ||||
Title: | ||||
(Attachments)
cc: | Andrew J. Nussbaum (with attachments) (Wachtell, Lipton, Rosen & Katz) |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -7- |
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (BERMUDA) L.P. | ||||
By: | MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor |
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By: | /s/ Robert H. Weiss | |||
Name: Robert H. Weiss | ||||
Title: General Counsel | ||||
PENTWATER GROWTH FUND LTD. | ||||
By: | /s/ Matthew C. Halbower | |||
Name: Matthew C. Halbower | ||||
Title: CEO/Portfolio Manager |
Hexion Specialty Chemicals, Inc. | ||
Apollo Global Management, LLC | -8- |
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P. |
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By: | MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor |
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By: | /s/ Robert H. Weiss | |||
Name: Robert H. Weiss | ||||
Title: General Counsel |
(Attachments)
cc: | Andrew J. Nussbaum (with attachments) (Wachtell, Lipton, Rosen & Katz) |