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): October 11, 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 October 11, 2012, Momentive Performance Materials Inc. (the “Company”) announced, pursuant to Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), that MPM Escrow LLC and MPM Finance Escrow Corp. (the “Escrow Issuers”), wholly owned special purpose subsidiaries of the Company, were proposing to offer $1,100,000,000 principal amount of first-priority senior secured notes due 2020 (the “Notes”) through a private offering that is exempt from the registration requirements of the Securities Act.
On October 11, 2012, the Company and the Escrow Issuers priced $1,100,000,000 aggregate principal amount of 8.875% First-Priority Senior Secured Notes due 2020 at an issue price of 100%. The transaction is subject to customary closing conditions.
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.
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: October 11, 2012 | By: | /s/ William H. Carter | ||||
| William H. Carter | ||||||
| Executive Vice President and Chief Financial Officer | ||||||