Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Momentive Performance Materials Inc. | d355844dex991.htm |
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): May 17, 2012
MOMENTIVE PERFORMANCE MATERIALS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 333-146093 | 20-5748297 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
22 Corporate Woods Blvd.
Albany, NY 12211
(address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code) (518) 533-4600
Not Applicable
(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)) |
Item 7.01 Regulation FD Disclosure
On May 16, 2012, Momentive Performance Materials Inc. (the “Company”) announced, pursuant to Rule 135c of the Securities Act of 1933, as amended, its intent to offer senior secured notes due 2020.
On May 17, 2012, the Company priced $250,000,000 aggregate principal amount of 10% Senior Secured Notes due 2020 at an issue price of 100%. The closing of the offering of the notes is expected to occur on May 25, 2012, and is subject to customary conditions. The Company expects to use the net proceeds from this offering (i) to repay its term loans due 2015 bearing interest at a rate of LIBOR plus 3.50% and (ii) to pay related fees and expenses.
On the same day, the Company issued a News Release announcing that it has terminated the previously announced cash tender offer and the related consent solicitation relating to its outstanding 12 1/2% Second-Lien Senior Secured Notes due 2014. A copy of the News Release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The Company is furnishing the information under this Item 7.01 in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit 99.1 | News Release, dated May 17, 2012, announcing Momentive Performance Materials Inc.’s Termination of Tender Offer for its 12 ½% Second-Lien Senior Secured Notes due 2014 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOMENTIVE PERFORMANCE MATERIALS INC. | ||||
| Date: May 17, 2012 | By: | /s/ William H. Carter | ||
| William H. Carter | ||||
| Executive Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | News Release, dated May 17, 2012, announcing Momentive Performance Materials Inc.’s Termination of Tender Offer for its 12 ½% Second-Lien Senior Secured Notes due 2014 |