April 27, 2011 Momentive Performance Materials
Materials and Zhejiang Xinan Chemical Plan Expansion of Joint
Venture in China
Will Significantly Increase Siloxane Production to Meet Growing
Demand for Silicone-based Products
Performance Materials Inc. (“MPM”), a leading global provider of
silicones and advanced materials, and Zhejiang Xinan Chemical
Industrial Group (“Zhejiang Xinan” 浙江新安化工集団), a major provider of
agricultural chemicals and organic silicon products, today
announced the planned expansion of manufacturing capacity by
their joint venture company, Zhejiang Xinan
Momentive Performance Materials Co., Ltd.
The joint venture company’s plant in Jiande, China, which
has annual production capacity of approximately 50,000 metric tons
successfully started its first phase of operations in the fourth
quarter of 2010. With the expansion, siloxane production capacity
is expected to triple to an estimated 150,000 metric
year, commencing in 2013. In connection with the planned
expansion, Zhejiang Xinan and MPM will make capital contributions
of approximately USD33 million and USD32 million, respectively,
to the joint venture company for a total new investment of USD65
million. The joint venture company is owned 51 percent by
Zhejiang Xinan and 49 percent by MPM.
are very pleased with the progress of our joint venture with
Zhejiang Xinan Chemical Industrial Group,”
Senior Vice President and Managing Director ? Asia Pacific, said.
commitment to a second phase of this venture reflects both the
success of this partnership and our continued focus on investing
locally to help serve customers in this important region.”
“The start-up of
Zhejiang Xinan Momentive demonstrates the early success of the
dedicated cooperation and commitment of the two partners,”
said Wang Wei,
Chairman of the Board, Zhejiang Xinan Chemical Industrial Group. “The continued expansion is further
proof that we both have high confidence and expectations for a
bright future together.”
Siloxane is a key
starting component in silicone production. Silicones are used in
the manufacture of products in a wide range of industries,
including automotive, construction, electronics, healthcare,
personal care, power & utility and textiles.
About Momentive Performance Materials Inc.
Momentive Performance Materials Inc. is a global leader in
silicones and advanced materials, with a 70+ year heritage of
being first to market with performance applications for major
industries that support and improve everyday life. The company
delivers science-based solutions, by linking custom technology
platforms to opportunities for customers. Momentive Performance
Materials Inc. is an indirect wholly-owned subsidiary of
Momentive Performance Materials Holdings LLC. Additional
information is available at www.momentive.com.
About the New Momentive
Momentive Performance Materials Holdings LLC is the ultimate
parent company of Momentive Performance Materials Inc. and
Momentive Specialty Chemicals Inc. (collectively, the “new Momentive”). The new Momentive is a global
leader in specialty chemicals and materials, with a broad range
of advanced specialty products that help industrial and consumer
companies support and improve everyday life. The company uses its
technology portfolio to deliver tailored solutions to meet the
diverse needs of its customers around the world. The new
Momentive was formed in 2010 through the combination of entities
that indirectly owned Momentive Performance Materials Inc. and
Hexion Specialty Chemicals Inc. The company is controlled by
investment funds affiliated with Apollo Global Management, LLC.
About Zhejiang Xinan
Zhejiang Xinan Chemical Industrial Group is located in China’s very developed Yangtze River
delta area. It was established in 1965 and got listed on Shanghai
Stock Exchange in September 2001 and is on China’s Manufacturer Top 500 and Global
Agrichemical Top 20. The company developed along two core
businesses: agricultural chemicals and silicone materials. Its
silicone business is vertically integrated, including si-metal.
The company is an industry leader and its products have won
awards such as China Famous Brands and China Most Competitive
April 13, 2014 WSJ
Apollo's Momentive Performance Materials
Makes Chapter 11 Bankruptcy Filing
Move Follows Negotiations With Creditors on Debt Load
Momentive Performance Materials Inc., a silicone and quartz producer owned by
Apollo Global Management, filed for Chapter 11 bankruptcy Sunday on the eve of a
$60 million interest payment it couldn't afford to
Management傘下のMomentive Performance Materials とHexionが合併
Apollo Global Management
Performance Materials Holdings
| ↓ ↓
Momentive Performance Materials Momentive Specialty
(formerly Hexion Specialty Chemicals)
Momentive was formed in October
2010 through the combination of the parent holding companies of
Momentive Performance Materials Inc.
and Momentive Specialty Chemicals Inc.
(formerly known as Hexion Specialty Chemicals Inc.).
Momentive is a global leader in specialty chemicals and materials,
with a broad range of advanced specialty products that help
industrial and consumer companies support and improve everyday
life. Momentive uses its technology portfolio to deliver tailored
solutions to meet the diverse needs of customers around the world.
Performance Materials Holdings LLC is the ultimate parent
company of Momentive Performance Materials Inc. and Momentive
Specialty Chemicals Inc. Momentive is controlled by investment funds
affiliated with Apollo Global Management,
About Momentive Specialty
Based in Columbus, Ohio,
Momentive Specialty Chemicals Inc. is the global leader in thermoset
resins熱硬化性樹脂. Momentive Specialty Chemicals Inc. serves the global
wood 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.
About Momentive Performance
Based in Waterford, New York,
Momentive Performance Materials Inc. is a global leader in silicones
and advanced materials, with a 70-year heritage of being first to
market with performance applications for major industries that
support and improve everyday life. The company delivers
science-based solutions by linking custom technology platforms to
opportunities for customers.
The Chapter 11 filing in U.S. Bankruptcy
Court in White Plains, N.Y., comes after the company had been in negotiations
with creditors about restructuring its unmanageable debt load.
Chief Executive Craig O. Morrison said in a statement Sunday night that the
company's "prenegotiated" plan with key creditors will allow it to slash more
than $3 billion in debt off the company's books.
Earlier this month, Momentive said it was in active discussions with creditors
about restructuring its debt.
In court filings, Momentive listed four separate groups of
bondholders owed about $2.5 billion as its largest unsecured creditors. Among
those creditors are Oaktree Capital Management LLC, GSO Capital Partners and
Third Avenue Management.
Apollo's $3.8 billion buyout of New York-based Momentive in 2006 saddled the
company with billions of dollars in debt ahead of a global financial crisis and
Apollo, which bought Momentive from General Electric Co., is planning to retain
a stake in the company, according to people familiar with the matter.
Momentive produces silicones, which are often used in coatings and adhesive for
products including televisions, computer screens and hand-held devices.
The company intends to remain open during its restructuring and has lined up
$570 million in bankruptcy financing from J.P. Morgan Securities LLC to pay its
suppliers and employees during the bankruptcy case.
Momentive's Chapter 11 restructuring, which doesn't include Momentive Specialty
Chemicals Inc., is being handled by the law firm of Willkie Farr & Gallagher
LLP. The company's restructuring adviser is AlixPartners and its investment bank
is Moelis &Co.
April 13, 2014 Momentive Performance
Silicones and quartz producer Momentive
Performance Materials Inc. files for Chapter 11 to inmplement "Pre-Negotiated"
balance sheet restructuring plan
All Silicones and Quartz Operations Are
Continuing in the Ordinary Course;
$570 Million Debtor-in-Possession Financing Secured;
$600 Million Equity Backstop Agreed by Creditors Along with $1.3 Billion
Committed Exit Financing from Key Lenders;
Momentive Specialty Chemicals Not Affected by the Filing
Momentive Performance Materials Inc. (“MPM”),
a global leader in the development and manufacture of silicones and products
derived from quartz and specialty ceramics, today announced that it has entered
into a Restructuring Support Agreement (“RSA”) with certain of its key
stakeholders regarding the terms of a balance sheet restructuring plan that will
strengthen the Company’s financial position by reducing long-term debt and
enhancing liquidity. The key terms of the RSA include a $600 million rights
offering, which will provide a significant equity infusion to the Company, along
with the securing of commitments for $1.3 billion of exit financing. The RSA has
been supported by holders owning approximately 85% of the company’s Second Lien
Notes. To implement this “pre-negotiated” plan, MPM and its U.S. subsidiaries
today voluntarily filed to reorganize under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of New York in White
All of MPM’s silicones and quartz businesses will continue to operate in the
ordinary course throughout the Chapter 11 process. MPM’s operations outside the
U.S. are not included in the Chapter 11 proceedings. The filing relates solely
to MPM and not to Momentive Specialty Chemicals Inc. (MSC), which has a fully
independent debt capital structure and a separate and strong balance sheet. MSC
had liquidity of $773 million as of December 31, 2013 and has no material debt
maturities prior to 2018.
Momentive Specialty Chemicals Inc.,
previously Hexion Specialty Chemicals, is a
chemical company based in Ohio.
Momentive Specialty Chemicals is an operating company of Momentive
Performance Materials Holdings.
Momentive Specialty Chemicals makes thermoset resins used in the
construction, transportation, electronics and automotive industries.
Products include acrylic monomers, amino resins, epoxy resins, phenolic
resins, polyester resins, versatic acid and derivatives.
“The actions we are announcing today
represent an important and positive step forward in our efforts to strengthen
MPM’s financial condition,” said Craig O. Morrison, Chairman, President and CEO
of MPM. “With the support of certain of our key stakeholders, we intend to move
quickly to implement our pre-negotiated balance sheet restructuring plan, which
will eliminate more than $3 billion of debt from MPM’s balance sheet and result
in post-emergence liquidity of more than $300 million and net debt of
approximately $1.2 billion. This will free up additional cash flow that, among
other things, can be invested in growth opportunities, capital expenditures,
research and development and technology enhancements.”
Mr. Morrison continued, “Throughout the restructuring process, we intend to
continue providing our customers with the high-quality products and service they
expect from MPM. We have innovative technologies and product development
capabilities, a global footprint, blue-chip customers and a world-class
workforce supporting us as we move forward.”
In conjunction with the filing, MPM has received a commitment for
$570 million in debtor-in-possession financing led
by J.P. Morgan Securities LLC as lead arranger, consisting of a $300 million
term loan and a $270 million ABL revolver that will be convertible to an exit
facility at the Company’s option upon meeting certain conditions. Following
Court approval, this financing, combined with cash generated by the Company’s
ongoing operations, will be available to MPM to meet its operational and
Momentive Performance Materials
Inc. emerged from Chapter 11, the company announced on
said it emerged with liquidity of about $360 million after
eliminating roughly $3 billion in debt via its Chapter 11
proceeding. The company said it would have about $1.2 billion of
post-emergence pro forma debt.
As reported, several appeals
remain to be resolved in the case regarding whether make-whole
payments are due on the company’s first- and 1.5-lien notes ($1.1
billion of 8.875% first-priority senior notes due 2020 and $250
million of 10% senior secured notes due 2020, respectively), and
whether holders of the notes are entitled to a market rate of
interest in the cram-down replacement notes being issued to them
under the company’s reorganization plan.
The White Plains, N.Y.,
bankruptcy court confirmed the company’s reorganization plan on
As reported, under the company’s
proposed plan, holders of the first- and 1.5-lien notes will receive
replacement notes paying interest at fixed rates calculated at T+200
for first-lien noteholders, and T+275 for holders of the 1.5-lien
notes, at the time of emergence.
As reported, in arriving at that
cram-down interest rate, Bankruptcy Court Judge Robert Drain
rejected the argument that holders were entitled to a market rate of
interest and held that, under Supreme Court precedent, the cram-down
interest rate need only equal a risk-free base rate plus a risk
premium of 1%-3%. Drain’s ruling has proved controversial, however,
because of his application of the Supreme Court precedent, which
involved a Chapter 13 proceeding, to a Chapter 11 case.
Beyond the plethora of issues
involving the senior debt, second-lien lenders ($1.161 billion of 9%
second-priority springing lien notes due 2021 and €133 million 9.5%
second-priority springing lien notes due 2021) are to receive all of
the equity in the reorganized company (after giving effect to the
subordination provision of the subordinated notes), along with
participation rights in a $600 million rights offering at a price
per share determined by using the pro forma capital structure and an
enterprise value of $2.2 billion, applying a 15% discount to the
August 13, 2018
Korean chemical and auto
parts manufacturer KCC is considering the acquisition of Momentive Performance
KCC, South Korea's largest
maker of building materials, said that it is considering acquiring U.S. silicone
maker Momentive Performance Materials Inc.
Still, KCC said in a
regulatory filing with the Financial Supervisory Service that "no specific
decision has been made yet."
A KCC official said the
possible acquisition is being examined, though he did not give any further
details and asked not to be identified, citing policy.
Momentive is one of the
world's largest producers of silicones and silicone derivatives, and a global
leader in the development and manufacture of products derived from quartz and
Performance Materials とHexionは9月13日、両社が合併することを決めたと発表した。
Performance Materials となる。
Performance Materials とHexionが合併
Performance Materials、Chapter 11 申請
Momentive Performance Materials emerges from Chapter 11
Momentive Performance Materials Inc. emerged from Chapter 11, the company
announced on October 27, 2014.
The company said it emerged with liquidity of about $360 million after
eliminating roughly $3 billion in debt via its Chapter 11 proceeding. The
company said it would have about $1.2 billion of post-emergence pro forma
KCC Corporation started out
as Kaumkang State Industries. Ltd. In 1958 and for over half a century has been
playing a leading role in technological innovation in
building materials. such as glass. windows/doors, exterior/interior materiats.
and flooring. We have also moved into the silicone
business. an area ripe for the creation of high-value products in the
fields of specialized paints and next-generation precision chemical engineering.
||Celling Materials, Insulation
Materials, Gypsum Board
||PVC Windows, Curtain Wall, Solar
||Flooring, Laminate Film
||Float Glass, Functional Glass,
||Decorative, General Industrial,
Heavy-duty, Automotive, Plastic
|| Stores (Incheon, Ulsan)
Exhibition Stores HomeCC Interior Partner
||Silane/Fluid, Emulsion, HTV, LSR,
||Organic Materials, Inorganic
MPM Holdings Inc. Enters into Agreement
to be Acquired by Investor Group Consisting of SJL Partners, KCC
Corporation and Wonik QnC Corporation
Transaction Valued at Approximately
MPM Holdings Inc. (“Momentive” ),
a global silicones and advanced materials company, and
SJL Partners LLC,
KCC Corporation and
Wonik QnC Corporation, today
announced that they have entered into a definitive merger agreement whereby
Investor Group will acquire Momentive in a transaction
valued at approximately
$3.1 billion, including the assumption of net debt,
pension and OPEB liabilities.
Waterford, New York,
Momentive develops and manufactures specialty
silicones and silanes, as well as fused quartz and specialty ceramics
products. Momentive has a more than 75-year track record of creating
products and solutions to serve more than 4,000 customers in over 100
countries. The Company has a global network of 24 production sites and 12
research and development facilities.
Advanced MaterialsとGE Bayer Silicone、GE東芝シリコンなどを買収合併して設立した会社だ。米 Dow
Performance Materials、Chapter 11 申請
“Today’s announcement is the result of a
thoughtful and comprehensive review of the strategic growth and value
creation opportunities available to the Company,” said
Jack Boss, Chief Executive Officer and President at
Momentive. “We believe this is a great outcome for all of our stakeholders,
delivering maximum value to our stockholders while positioning the Company
for long-term growth and future job creation that will benefit our talented
employees across the globe, customers and suppliers. The transaction will
not only allow our silicones and quartz businesses to benefit from KCC and
Wonik’s industry expertise but will also further enhance Momentive’s global
leadership position by expanding our portfolio of products, broadening our
geographic reach and strengthening our financial position. We look forward
to partnering with the exceptional teams at KCC,
Wonik and SJL after the transaction closes to continue providing
specialized products and services to our global customers.”
Steve Lim, Chairman and Managing Partner of SJL,
Investor Group said, “On behalf of KCC,
Wonik and SJL, we are eager to begin this partnership with Jack
and the Momentive team. As a result of this highly strategic transaction the
combined company will have superior capabilities to better compete in
today’s global market. The combination of Momentive’s leading product
portfolios, KCC and Wonik’s reach into an expanded geographical market and
SJL’s solid investment backing and private equity expertise will further
position the Company for long-term success.”
Under the terms of the agreement, which
has been unanimously approved by the Boards of Directors of Momentive, KCC
Wonik, the investment committee of SJL and by requisite vote of
Momentive’s stockholders, the
Investor Group will assume Momentive’s net debt obligations
subject to minimum closing cash requirements of
$250 million. Momentive stockholders will receive
$32.50 for each share of common stock they own subject to
minimum closing cash requirements.
The transaction will be financed through
a combination of cash and new debt that will be put in place at closing. The
transaction is not subject to any financing contingency and is expected to
close in the first half of 2019, subject to regulatory approvals and other
customary closing conditions.
Goldman Sachs & Co LLC and
Moelis & Company LLC are serving as financial advisors to
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as
primary legal counsel to Momentive.
UBS Investment Bank is serving as financial advisor to the
Investor Group, and
Greenberg Traurig, LLP is serving as legal counsel.
About KCC Corporation
Based in Seoul, South Korea,
KCC Corporation is a leading chemicals manufacturer in
Korea, specializing in paints, building materials and specialty
materials. It also engages in the silicones business for developing products in
the fields of specialized paints and precision chemical engineering. KCC
was founded in 1958 and is headquartered in
Seoul, South Korea.
About Wonik QnC
Wonik QnC Corporation
manufactures and sells quartz and ceramic wares used in the production of
semiconductor wafers. The company’s Quartz division provides quartz wares used
in the production of semiconductor IC’s, as well as products used in the
production of semiconductors, LCDs, LEDs, and solar cells. Its Ceramic division
offers ceramics materials, including aluminum nitride, silicon carbide, and
boron nitride composite. Wonik QnC Corporation was founded in 1983
and is headquartered in Gumi,
About SJL Partners
SJL is a private equity investment manager focused on partnership investments
with market-leading strategic companies to support their organic and inorganic
growth, including bolt-on acquisitions. SJL’s portfolio includes investment into
Celltrion Holdings, Korea’s leading biosimilar drug manufacturer, and
Vigevano, one of the earliest distributors of leading fashion brands and leather
goods in Korea.