Exhibit 6
September 8, 2008
Huntsman Corporation,
10003 Woodloch Forest Drive,
The Woodlands, Texas 77380
Attention: Peter R. Huntsman
President and Chief Executive Officer
Ladies and Gentlemen:
We write to you to follow up on our August 28, 2008 offer to provide merger financing to
Hexion Specialty Chemicals, Inc. (Hexion) and Apollo Global Management, LLC (Apollo).
We remain ready to provide financing to Hexion on the terms and conditions described in our
August 28 letter (the CVR Financing Letter). We also have informed Hexion that we would be
willing to provide other types of cash equity financing in consideration of the consummation of the
merger. However, Hexion rejected our offer and, to our knowledge, refuses to consider supplemental
equity financing on any terms.
Although we believe the CVR financing continues to be the best method for us to provide
supplemental financing to Hexion, we cannot implement the CVR financing unilaterally. Accordingly,
we are willing to explore other options.
In order to adjust our proposal for the lack of cooperation from Hexion, we would like to
make to Huntsman Corporation (the Company) the following backstop commitment. This backstop
commitment will not provide the same amount of cash to the combined company as the CVR financing,
but it has the advantage of not requiring the same involvement from Hexion.
By its signature below, each of the undersigned severally agrees that it will make
a payment in cash to the Company (a Backstop Payment) in connection with the consummation of the
merger in the amount listed opposite our name below. We will
receive no equity, debt or other instrument in return for making the Backstop Payments.
There are only three conditions to our commitments:
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The Company concludes that, for whatever reason, it is not practical on a
timely basis to cause Hexion to accept the CVR financing. |
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The merger is consummated on the terms provided in the current merger
agreement on or prior to November 2, 2008. |
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(3) |
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The Huntsman Family Stockholders (as defined in the CVR Financing Letter)
make similar backstop commitments (Other Commitment Letters) to the Company in an
aggregate amount (including our commitment hereunder) of $416,460,102, and the Company
does not release any party from such commitments once made. |
Please understand that our offer to purchase CVRs from Hexion continues to be outstanding
pursuant to its original terms. However, our commitments herein to make Backstop Payments are not
intended to supplement the CVRs. If any of the undersigned purchases CVRs or makes an equity or
similar investment in the combined company as may be agreed with Hexion (an Investing
Stockholder) , and the other stockholders which have executed this letter and the Huntsman Family
Stockholders are also offered the opportunity to purchase CVRs or make such investments on the same
terms and conditions, in each case in amounts proportionate to their respective Backstop Payments,
then each Investing Stockholders commitment to make Backstop Payments to the Company will
terminate.
As a result of this backstop commitment, we can be certain that at least $416,460,102 in cash
will be added to the combined balance sheet at closing. This will enhance the Companys already
strong balance sheet contribution to the combined company. Obviously, if Hexion pursues the CVR
financing, the amount of capital available to it and its lenders at closing would be greater
because of additional shareholder participation in the CVRs. We believe the CVRs remain a
preferable solution for both us and Hexion, and we remain committed to working with Hexion to
provide CVRs or other equity financing.
If you agree to accept our commitment, please countersign this letter and return a copy to
each of us. Upon delivery of your counterpart signature page to this letter and your entering into
the Other Commitment Letters, this letter will become a binding
contract between us. If you do not so accept this commitment and enter into the Other Commitment
Letters on or prior to September 11, our offer to make the Backstop Payments will terminate without
effect. You have informed us that you will request the consent of Hexion prior to accepting our
commitments and you hereby represent and warrant to each of us that your acceptance of our
commitments and entry into this letter will not conflict with or constitute a breach of your
obligations under the merger agreement.
This letter shall be governed by and construed in accordance with the laws of the State of New
York. Our obligations under this letter are solely for your benefit, and may not be relied upon or
enforced by any other person. The terms of this letter may be amended or waived only by a written
instrument signed by the Company and each of the undersigned that is affected by the amendment or
waiver. This letter may be executed in any number of counterparts, all of which when taken
together shall constitute a single instrument. You and we hereby irrevocably waive to the full
extent permitted by applicable law all right to trial by jury in any suit, action, proceeding or
counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this
letter or the transactions contemplated hereby.
We would welcome other stockholders of the Company to make a similar commitment. However, we
recognize that this backstop proposal may not gain as broad institutional shareholder support as
the CVR financing proposal or other equity alternatives, and our offer is not conditional upon any
other stockholders making a commitment.
Very truly yours,
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D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
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By: |
/s/ Julius Gaudio
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Name: |
Julius Gaudio |
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Title: |
Authorized Signatory |
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Backstop Payments: US$53,463,541.04
D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
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By: |
/s/ Julius Gaudio |
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Name: |
Julius Gaudio |
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Title: |
Authorized Signatory |
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Backstop Payments: US$25,612,041.00
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MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS
(BERMUDA) L.P. |
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By:
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MATLINPATTERSON GLOBAL ADVISERS
LLC, its Investment Advisor |
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By: |
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/s/ Lawrence Teitelbaum |
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Name: Lawrence Teitelbaum
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Title: Chief Financial Officer |
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Backstop Payments: US$18,365,703.72 |
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MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS
L.P. |
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By:
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MATLINPATTERSON GLOBAL ADVISERS
LLC, its Investment Advisor |
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By: |
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/s/ Lawrence Teitelbaum |
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Name: Lawrence Teitelbaum
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Title: Chief Financial Officer |
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Backstop Payments: US$52,704,830.36 |
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CITADEL LIMITED PARTNERSHIP |
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By:
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CITADEL INVESTMENT GROUP, L.L.C., its
General Partner |
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By: |
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/s/ John C. Nagel |
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Name: John C. Nagel
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Title: Authorized Signatory |
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Backstop Payments: US$80,080,000 |
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ACCEPTED AND AGREED |
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on September ___, 2008: |
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HUNTSMAN CORPORATION |
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By: |
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Name: Peter Huntsman
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Title: President and Chief Executive Officer |
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