Annual report pursuant to Section 13 and 15(d)

EXPENSES ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION

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EXPENSES ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION
12 Months Ended
Dec. 31, 2012
EXPENSES ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION  
EXPENSES ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION

24. EXPENSES ASSOCIATED WITH THE TERMINATED MERGER AND RELATED LITIGATION

        Total expenses associated with the Terminated Merger and related litigation were as follows (dollars in millions):

 
  December 31,  
 
  2012   2011   2010  

Directors' fees

  $   $   $ 3  

Legal fees and other

            1  
               

Total expenses

  $   $   $ 4  
               

        On July 12, 2007, we entered into an agreement and plan of merger with Hexion (the "Hexion Merger Agreement"). On June 18, 2008, Hexion, Apollo and certain of their affiliates filed an action in Delaware Chancery Court seeking to terminate the Hexion Merger. We countersued Hexion and Apollo in the Delaware Chancery Court and filed a separate action against Apollo and certain of its affiliates in the District Court of Montgomery County, Texas. On December 13, 2008, we terminated the Hexion Merger Agreement and, on December 14, 2008, we entered into the Apollo Settlement Agreement to settle the Terminated Merger-related litigation and certain other related matters. Pursuant to the Apollo Settlement Agreement, Hexion and certain Apollo affiliates have paid us an aggregate of $1 billion.

        On September 30, 2008, we filed suit in the 9th Judicial District Court in Montgomery County, Texas against the banks that had entered into a commitment letter to provide funding for the Hexion Merger. On June 22, 2009, we entered into the Texas Bank Litigation Settlement Agreement with such banks. This litigation was dismissed with prejudice on June 23, 2009. In accordance with the Texas Bank Litigation Settlement Agreement, the banks paid us a cash payment of $632 million, purchased the $600 million aggregate principal amount 5.50% 2016 Senior Notes from Huntsman International, and provided Huntsman International with Term Loan C in the principal amount of $500 million. The 2016 Senior Notes and Term Loan C borrowings were at favorable rates to us and were recorded at a combined fair value of $864 million. Accordingly, we recognized a gain of $868 million in connection with the Texas Bank Litigation Settlement Agreement. On September 21, 2010, the Board of Directors approved bonuses totaling $3 million to certain members of the Board of Directors, upon the recommendation of an independent committee of the Board of Directors, for their efforts in connection with the litigation with Hexion and Apollo following the Terminated Merger.