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Momentive Specialty Chemicals Inc. Announces Completion of Tender Offer for Certain of its Outstanding Notes

Thursday 25. November 2010 - Momentive Specialty Chemicals Inc. (the "Company") announced today the completion of its tender offer (the "Tender Offer") to purchase any and all of the outstanding 9.75% Second-Priority Senior Secured Notes due 2014 (the "Notes").

The Tender Offer expired at 11:59 p.m., New York City time, on November 19, 2010 (the “Expiration Date”). As previously announced, the Company received tenders from the holders of $355,241,000 aggregate principal amount of the Notes by the expiration of the early tender payment deadline, November 4, 2010 at 5:00 p.m., New York City time (the “Early Tender Date”). The tenders received by the Company for the Notes, together with the $127 million principal amount of the Notes owned by Apollo Management, L.P. (“Apollo”), which principal amount was exchanged by Apollo, represent in the aggregate approximately 90.52% of the Notes. Apollo entered into an agreement to exchange the entire amount of its holdings of Notes for new debt of the Company at an exchange ratio determined based on the tender consideration offered to holders of the Notes, which is intended to give Apollo an aggregate value equivalent to that which it would receive if it had received the total consideration in the Tender Offer and used the proceeds thereof to invest in the new debt. The new debt has the same terms as the new notes issued by the Company to finance the Tender Offer. On November 5, 2010 the Company accepted for early payment, and paid for, the Notes tendered prior the Early Tender Date. No additional Notes were tendered from the Early Tender Date to the Expiration Date. The Company intends to redeem the Notes that remain outstanding after completion of the Tender Offer at the applicable redemption price, plus accrued and unpaid interest.
The Company engaged Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC to act as Dealer Managers in connection with the tender offer for the Notes.

http://www.momentive.com
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