We are advising Hexion on the transaction

Davis Polk is advising Hexion Holdings Corporation on its acquisition by American Securities LLC for $30.00 per share in cash. The transaction is expected to close in the first half of 2022, following and conditioned upon the closing of the Hexion’s previously announced sale of its Epoxy business to Westlake Chemical Corporation, shareholder and regulatory approvals and satisfaction of other customary closing conditions. Holders of a majority of the outstanding Hexion shares have agreed to support the transaction pursuant to voting agreements entered into in connection with the transaction.

Based in Columbus, Ohio, Hexion is a global leader in thermoset resins. Hexion serves the global adhesive, coatings, composites and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Based in New York with an office in Shanghai, American Securities is a leading U.S. private equity firm that invests in market-leading North American companies with annual revenues generally ranging from $200 million to $2 billion. American Securities and its affiliates have more than $25 billion under management.

The Davis Polk corporate team includes partner William H. Aaronson and associates Shanu Bajaj and Christine Choi. Partner William A. Curran is providing tax advice. Partner Jeffrey P. Crandall is providing executive compensation advice. Counsel Jonathan B. Brown is providing finance advice. Partner Pritesh P. Shah is providing intellectual property advice. Partner Ronan P. Harty is providing antitrust and competition advice. Partner Brian D. Hirsch is providing real estate advice. Counsel Michael Comstock is providing environmental advice. All members of the Davis Polk team are based in the New York office.