UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 1715, 2022

HEXION INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)


1-71			13-0511250
(Commission File Number)			(I.R.S. Employer Identification No.)

180 East Broad St., Columbus, Ohio			43215-3799
(Address of Principal Executive Offices)			(Zip Code)

614-225-4000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Assets

~~Item~~On 5March 15, 2022, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20, 2021, by and among Hexion Holdings Corporation, a Delaware corporation (the “Company”), the indirect parent of Hexion Inc.02, ASP Resins Intermediate Holdings, Inc., a Delaware corporation (e“Buyer”) and an affiliate of American Securities LLC, and ASP Resins Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Buyer.

OnAt ~~February 17, 2022,~~ the ~~Board~~effective time of ~~Directors~~the Merger (the “~~Board~~Effective Time”) ofand ~~Hexion~~as ~~Holdings~~a ~~Corporation,~~result of the ~~indirect~~Merger, ~~parent~~each ~~company~~share of ~~Hexion~~common ~~Inc.~~stock (of the “Company (“Common Stock”), ~~approved~~outstanding immediately prior to the ~~2022~~Effective ~~annual~~Time ~~incentive~~(other ~~compensation~~than ~~plan~~dissenting ~~for~~shares ~~employees~~and ofshares owned by the Company, ~~including~~Buyer, ~~the~~Merger ~~Company’s~~Sub ~~named~~or ~~executive~~any ~~officers~~direct (or indirect wholly owned subsidiary of Buyer or Merger Sub) was converted into the ~~“2022~~right ICto ~~Plan~~receive $30.00 (“Merger Consideration”) in cash, without interest. All such shares of Common Stock were automatically cancelled and retired and ceased to exist.

~~Under~~At the ~~2022~~Effective ICTime ~~Plan,~~and ~~named~~as ~~executive~~a ~~officers~~result ~~have~~of the ~~opportunity~~Merger, toeach ~~earn~~restricted ~~cash~~stock ~~bonus~~unit ~~compensation~~relating ~~based~~to ~~upon~~shares ~~the~~of ~~achievement~~Common ofStock ~~certain~~(each, ~~global~~a ~~company~~“Company RSU”), ~~business~~other ~~unit~~than ~~and/or~~the ~~corporate~~Company ~~performance~~PSUs ~~targets~~(as ~~established~~defined ~~with~~below) ~~respect~~that towere outstanding under the ~~plan.~~Hexion ~~The~~Holdings ~~performance~~Corporation ~~targets~~2019 ~~are~~Omnibus ~~established~~Incentive ~~based~~Plan onand ~~the~~each ~~following~~restricted ~~performance~~cash ~~criteria:~~unit ~~EBITDA~~relating ~~(earnings~~to ~~before~~shares ~~interest~~of Common Stock (each, ~~taxes~~a “Company RCU”), ~~depreciation~~other ~~and~~than ~~amortization~~the Company PCUs (as defined below), ~~adjusted~~in toeach ~~exclude~~case ~~certain~~whether ~~non-cash~~or not vested, ~~certain~~were ~~non-recurring~~cancelled ~~expenses~~in ~~and~~exchange ~~discontinued~~for ~~operations~~the ~~(“Segment~~right ~~EBITDA”);~~to ~~environmental~~receive, ~~health~~within &15 ~~safety~~business days following the Effective Time, an amount in cash (~~“EH&S”~~without interest) ~~targets,~~equal ~~which~~to ~~measure~~the ~~occupational~~product ~~illness~~of ~~and~~the ~~injury~~Merger ~~rates,~~Consideration and ~~total~~the ~~environmental~~number ~~incidents;~~of ~~and~~shares ~~cash~~of ~~flow~~Common Stock represented by such Company RSU or Company RCU.

~~The~~Any ~~performance~~Company ~~criteria~~RSU ~~for~~and ~~participants~~any ~~are~~Company ~~weighted~~RCU byfor ~~component.~~which ~~Participants~~the ~~have~~number ~~65%~~ of ~~their~~shares ~~incentive~~of ~~compensation~~Common ~~tied~~Stock tounderlying ~~achieving~~such ~~corporate~~award oris ~~business~~determined ~~unit~~based ~~Segment~~on ~~EBITDA targets, 10% tied to~~ the ~~achievement~~satisfaction of ~~corporate~~performance ~~EH&S~~conditions ~~goals~~(each, ~~and~~a ~~25%~~“Company ~~tied~~PSU” toand ~~the~~“Company ~~achievement~~PCU,” ofrespectively, ~~corporate~~and ~~cash~~together ~~flow~~the ~~targets.~~“Performance ~~Minimum,~~Awards”) ~~target~~were ~~and~~deemed ~~maximum~~to ~~thresholds~~have ~~were~~vested ~~established~~or ~~for~~been ~~the~~earned, ~~Segment~~as ~~EBITDA~~applicable, ~~EH&S~~as ~~and cash flow performance criteria.~~follows:

~~The payouts~~ (i) for ~~achieving~~Performance ~~the~~Awards ~~minimum~~granted ~~thresholds~~in ~~for~~2019, ~~Segment~~as ~~EBITDA~~if ~~and cash flow are~~ a ~~percentage~~VWAP ~~of the allocated target award for the component~~ (~~beginning~~as atdefined ~~1%).~~in ~~The payout for achieving~~ the ~~minimum~~applicable ~~threshold for EH&S goals is 30% of the allocated target~~ award ~~for~~agreement) ~~the component. The payouts for achieving the maximum thresholds are 200%~~ of ~~the allocated target award~~$30.00 ~~Each~~had ~~performance~~been ~~measure under the 2022 IC Plan acts independently such that a payout of one element is possible even if the minimum threshold for another is not~~ achieved.; and

~~The~~(ii) for ~~foregoing~~Performance ~~description~~Awards isgranted ~~qualified~~in by2020 ~~reference~~and ~~to the 2022 IC Plan~~2021, ~~which~~at ~~will be filed with~~ the ~~Company’s~~applicable ~~Annual~~target ~~Report~~amount ~~on Form 10-K for the period ended December 31, 2021~~(100%).

At the Effective Time, each outstanding Performance Award were cancelled in exchange for the right to receive, within 15 business days following the Effective Time, an amount in cash (without interest) equal to the product of the Merger Consideration and the number of vested or earned shares of Common Stock represented by such Performance Award.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K with the U.S. Securities and Exchange Commission on December 20, 2021, and which is incorporated herein by reference.


Item 8.01.			Other Events.

On March 15, 2022, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 8.01.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.			Description
2.1			Agreement and Plan of Merger, dated as of December 20, 2021, by and among ASP Resins Intermediate Holdings, Inc., ASP Resins Merger Sub, Inc. and Hexion Holdings Corporation (incorporated by reference to Exhibit 2.1 of the Hexion Inc. Current Report on Form 8-K (file no. 001-00071) filed on December 20, 2020)
99.1			News Release dated March, 15 2022 titled “Hexion Holdings Closes Transaction with American Securities”
104			Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		HEXION INC.
Date:	~~February~~March 2315, 2022	/s/ George F. Knight
		George F. Knight
		Executive Vice President, Chief Financial Officer

Filing Compare · HEXION INC.