-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERhnObAlKAVI6T0whACwH9OC2NKUXPDszlc9bvLl5uBylYsH6lceLhqtN9OKwMJm ya58OR5YfnUnQrlYGYqtmA== 0001144204-08-050836.txt : 20080902 0001144204-08-050836.hdr.sgml : 20080901 20080902154730 ACCESSION NUMBER: 0001144204-08-050836 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080902 DATE AS OF CHANGE: 20080902 GROUP MEMBERS: CITADEL ADVISORS LLC GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL DERIVATIVES TRADING LTD. GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL HOLDINGS I LP GROUP MEMBERS: CITADEL HOLDINGS II LP GROUP MEMBERS: CITADEL INVESTMENT GROUP II, L.L.C. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Huntsman CORP CENTRAL INDEX KEY: 0001307954 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 421648585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80566 FILM NUMBER: 081051585 BUSINESS ADDRESS: STREET 1: 500 HUNTSMAN WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: (801) 584-5700 MAIL ADDRESS: STREET 1: 500 HUNTSMAN WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 v125271_sc13da.htm Unassociated Document
Page 1 of 16 Pages

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Huntsman Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

447011107
(CUSIP Number)

John C. Nagel
Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 28, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 447011107
Page 2 of 16 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
PN, HC

__________________
* See Item 4.
  See Item 3 and Item 5.
 

CUSIP No. 447011107
Page 3 of 16 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
OO, HC

__________________
* See Item 4.
  See Item 3 and Item 5.


CUSIP No. 447011107
Page 4 of 16 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Equity Fund Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
CO

__________________
* See Item 4.
  See Item 3 and Item 5.


CUSIP No. 447011107
Page 5 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group II, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
OO, HC

__________________
* See Item 4.
  See Item 3 and Item 5.


CUSIP No. 447011107
Page 6 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Holdings I LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
PN, HC

__________________
* See Item 4.
  See Item 3 and Item 5.
 

CUSIP No. 447011107
Page 7 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Derivatives Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
OO, BD

__________________
* See Item 4.
  See Item 3 and Item 5.


CUSIP No. 447011107
Page 8 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Holdings II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
PN, HC

__________________
* See Item 4.
  See Item 3 and Item 5.
 

CUSIP No. 447011107
Page 9 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
OO, HC

__________________
* See Item 4.
  See Item 3 and Item 5.


CUSIP No. 447011107
Page 10 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Derivatives Trading Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
CO

__________________
* See Item 4.
  See Item 3 and Item 5.
 

CUSIP No. 447011107
Page 11 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Kenneth Griffin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)
(b)S*  
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,655,510 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.95 percent
14
TYPE OF REPORTING PERSON
IN, HC

__________________
* See Item 4.
  See Item 3 and Item 5.

CUSIP No. 447011107
Page 12 of 16 Pages
 
ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 amends the Schedule 13D filed on August 1, 2008 (such initial filing, the "Original Filing") by Citadel Investment Group, L.L.C., Citadel Limited Partnership, Citadel Equity Fund Ltd., Citadel Investment Group II, L.L.C., Citadel Holdings I LP, Citadel Derivatives Group LLC, Citadel Holdings II LP, Citadel Advisors LLC, Citadel Derivatives Trading Ltd. and Kenneth Griffin relating to the shares of common stock, $0.01 par value per share (the "Common Shares"), of Huntsman Corporation (the "Issuer"). Capitalized terms not defined herein shall have the meaning given to them in the Original Filing.
 
ITEM 4. PURPOSE OF TRANSACTION
 
Item 4 of the Original Filing is amended by adding, after the second paragraph, the following:
 
On August 28, 2008, the Reporting Persons - and certain other institutional investors (the "Other Investors" and, collectively with the Reporting Persons, the "Investors") - delivered a letter (the "Proposal Letter") to Hexion and Apollo Global Management, LLC ("Apollo") intended to facilitate the consummation of the Proposed Merger. In the Proposal Letter, the Investors offered to enter a legally binding commitment as described in an attached commitment letter (the "Commitment Letter") whereby the Investors and certain other persons would agree severally to purchase at least $500 million in notional value of Contingent Value Rights ("CVRs") in Hexion. Under the terms of the Commitment Letter, the Investors would make several commitments to purchase CVRs in an aggregate face amount of $245,022,716 from Hexion. The Reporting Persons would be responsible for their commitment to purchase at least $80,080,000 in notional value of CVRs (the "Commitment Amount"). The Proposal Letter and the Commitment Letter are attached as Exhibit 99.4 and Exhibit 99.5, respectively.
 
The proposed CVRs would entitle the holders to repayment of the invested amount only if the future rate of return on Hexion equity passes a certain hurdle rate. If Hexion equity holders do not earn the hurdle rate of return, the CVRs would expire without payment. If Hexion equity holders earn the hurdle rate of return or higher, the earnings in excess of the hurdle rate would be divided equally between the Hexion equity holders, on the one hand, and the holders of the CVRs, on the other.
 
The Investors' several obligations in the Commitment Letter would be subject to the requirement that Hexion receive similar commitments from a limited number of other large investors in the Issuer (the "Additional Commitments") such that the aggregate notional amount of all CVR commitments is at least $500 million. Representatives of the Reporting Persons have discussed this proposal with Peter Huntsman and requested that the Huntsman family and certain of their controlled entities (the "Huntsman Participants") join the Commitment Letter. Peter Huntsman has informed the Investors that it is his expectation that the Huntsman Participants will subscribe for an aggregate of $186,233,986.12 in notional amount of CVRs on the terms and conditions set forth in the Commitment Letter at such time as sufficient Additional Commitments are received such that the aggregate of all CVR commitments, including the commitments of the Huntsman Participants, is at least $500 million. Based on the Reporting Person's analysis of the institutional ownership of the Issuer's common equity, they believe that sufficient Additional Commitments can be obtained from other large stockholders.1 The Investors' obligations under the Commitment Letter would also be subject to certain other conditions including the requirement that Hexion and Nimbus close on their acquisition of the Issuer on the terms and at the price specified in the Merger Agreement. The Investors’ offer to enter the Commitment Letter will expire unless the terms are accepted by Hexion on or before September 15, 2008.
 
__________________
1  In the event that Hexion receive excess Additional Commitments, the Investors would agree that Hexion may increase the total amount of CVRs rather than reduce the Investors' commitments.

CUSIP No. 447011107
Page 13 of 16 Pages
 
Under the Commitment Letter, if accepted and entered into by Hexion and the Investors, the Investors would also severally agree that each Investor or their respective affiliates would hold a specified minimum number of Common Shares until the earlier of the consummation of the Merger or the termination of the commitments in accordance with the Commitment Letter. If entered, this commitment would require the Reporting Persons to hold during this period Common Shares with a value at least equal to 110% of the Commitment Amount calculated using the Merger price.
 
As a result of the potential arrangements described in the Proposal Letter and the Commitment Letter, the Reporting Persons may be deemed to form a "group" with the Other Investors and with the Huntsman Participants for purposes of Rule 13d-5(b)(1) promulgated under the 1934 Act; however, the Reporting Persons disclaim membership in a group with the Other Investors and the Huntsman Participants with regard to the Common Shares of the Issuer.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
(a)
Number of shares: 18,655,510 shares2
   
 
Percentage of shares: 7.95 %
   
(b)
Sole power to vote or direct the vote: 0
   
 
Shared power to vote or direct the vote: 18,655,510 shares
   
 
Sole power to dispose or to direct the disposition: 0
   
 
Shared power to dispose or direct the disposition: 18,655,510 shares
 
(c) The table attached hereto as Exhibit 99.6 sets forth the transactions effected by the Reporting Persons in the Common Shares (and options to purchase or sell such Common Shares) since the filing of the Original Filing and through the date of the filing of this Amendment No. 1. All such transactions, except for certain option assignments and exercises, were effected by Citadel Derivatives Group LLC acting as an equity or options market maker and/or providing trade execution and/or routing services to clients.
 
(d) Not applicable.
 
(e) Not applicable.
 
__________________
2 Based solely on information provided to the Reporting Persons and in Schedules 13D and Form 4 filings by the Other Investors and the Huntsman Participants, D. E. Shaw Valence Portfolios, L.L.C. and its related entities beneficially own 21,725,642 Common Shares; Huntsman Family Holdings Company LLC, Jon M. Huntsman, Peter R. Huntsman, the Jon and Karen Huntsman Foundation and certain related entities beneficially own 51,163,183 Common Shares; MatlinPatterson Global Advisers LLC and its related entities beneficially own 19,870,000 Common Shares; and Pentwater Capital Management LP and its related entities beneficially own 565,000 Common Shares and have long economic exposure under certain cash-settled total return swap transactions to an additional 3,500,000 Common Shares. None of the Other Investors nor any Huntsman Participant have any right (shared or otherwise) to vote, direct the vote, dispose or direct the disposition of the Common Shares beneficially owned by the Reporting Persons. None of the data with respect to beneficial ownership of Common Shares by the Reporting Persons reported in this Amendment No. 1 includes any Common Shares beneficially owned by the Other Investors or by the Huntsman Participants.
 

CUSIP No. 447011107
Page 14 of 16 Pages
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 is amended by adding, after the third paragraph, the following:
 
As noted above in Item 4, on August 28, 2008, the Reporting Persons and the Other Investors made an offer to Hexion with respect to entering into a legally binding commitment to acquire certain proposed securities of Hexion. The description of the terms of the Proposal Letter and the Commitment Letter are both summaries, do not purport to be complete and are qualified in its entirety by reference to the Proposal Letter and the Commitment Letter referred to in Item 7 below as Exhibit 99.4 and Exhibit 99.5, and each of which is incorporated herein by reference.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
 
The following documents are filed as appendices and exhibits (or incorporated by reference herein):
 
Exhibit 99.4:
Proposal Letter, dated August 28, 2008, from Citadel Limited Partnership, D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P., Pentwater Growth Fund Ltd. to Hexion Specialty Chemicals, Inc. and Apollo Global Management, LLC
   
Exhibit 99.5:
Draft Commitment Letter (and related term sheet), dated August 28, 2008, from Citadel Limited Partnership, D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P. and Pentwater Growth Fund Ltd.
   
Exhibit 99.6:
Transaction Listing Required by Item 5(c)


CUSIP No. 447011107
Page 15 of 16 Pages

Signature
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 2nd day of September, 2008

CITADEL INVESTMENT GROUP, L.L.C.
 
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
CITADEL LIMITED PARTNERSHIP
 
By:  Citadel Investment Group, L.L.C.,
its General Partner
   
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
   
CITADEL EQUITY FUND LTD.
     
By:  Citadel Limited Partnership,
its Portfolio Manager
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
CITADEL INVESTMENT GROUP II, L.L.C.
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
   
CITADEL HOLDINGS I LP
 
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
CITADEL DERIVATIVES GROUP LLC
 
By:  Citadel Limited Partnership,
its Managing Member
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
   
CITADEL HOLDINGS II LP
 
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
CITADEL ADVISORS LLC
 
By:  Citadel Holdings II LP,
its Managing Member
     
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
 

CUSIP No. 447011107
Page 16 of 16 Pages
 
CITADEL DERIVATIVES TRADING LTD.
 
By:  Citadel Limited Partnership,
its Portfolio Manager
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ John C. Nagel                    
John C. Nagel, Authorized Signatory
KENNETH GRIFFIN
 
By:  /s/ John C. Nagel                    
John C. Nagel, attorney-in-fact*
 
__________________
*  John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

EX-99.4 2 v125271_ex99-4.htm Unassociated Document
 
August 28, 2008
 
CONFIDENTIAL

 

Hexion Specialty Chemicals, Inc.,
180 East Broad Street,
Columbus, Ohio 43215.
Attention:
William H. Carter
 
Executive Vice President and Chief Financial Officer
Attention:
Joshua J. Harris
 
President
 
Apollo Global Management, LLC,
9 West 57th Street, 43rd Floor,
New York, New York 10019.
 
Ladies and Gentlemen:
 
The undersigned institutional investors are stockholders of Huntsman Corporation (“Huntsman”), or affiliates of such stockholders, interested in facilitating the consummation of the acquisition of Huntsman by Hexion Specialty Chemicals Inc. (“Hexion”) pursuant to the Agreement and Plan of Merger, dated July 12, 2007 (the “Merger Agreement”), among Hexion, Huntsman and Nimbus Merger Sub Inc. 
 
We do not wish to comment on the details of your dispute with Huntsman other than to state our own working assumptions, based on publicly-available information, that Hexion can close the transaction on the current terms of the Merger Agreement. From our perspective as equity investors, we believe the main issue at hand is your expected rate of return to Hexion stockholders after giving effect to the merger.
 
We are prepared to finance, together with a limited number of other Huntsman stockholders, at least $500 million of the consideration due under the Merger Agreement in the form of a subscription for Contingent Value Rights (“CVRs”) as described in the attached commitment letter. This financing serves the dual purpose of enhancing what we believe is your already reasonable rate of return and facilitating a mutually-beneficial resolution of the current disagreement between you and Huntsman.
 
The CVRs are similar to an earn-out; they entitle the holders to repayment of the invested amount only if the future cumulative rate of return on Hexion equity passes a certain hurdle rate. If Hexion equity holders do not earn the hurdle rate of return, the CVRs expire without payment. The CVRs are repaid only if the rate of return on Hexion equity outperforms the hurdle rate, a result that we believe is likely enough to warrant our investment.
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-2-  
 
From Hexion's perspective, the financing provided in exchange for the CVRs can be used to supplement debt financing for the merger consideration and post-merger liquidity. The result will be less debt service costs and a higher rate of return on equity. The higher returns will be shared with the CVR holders only to the extent that rate of return is in excess of the hurdle rate, which we propose to set at a cumulative annual rate of return of 20%. Note that returns above the hurdle rate are not paid entirely to the CVR holders, but instead are split in equal parts between the CVR holders and Hexion's other owners. The CVR holders’ total return is then capped at the initially invested amount, after which point all returns are paid 100% to Hexion's other owners.
 
The attached commitment letter is in draft form for your review and comment. We are prepared to enter into it immediately in the form attached, or to discuss any comments or suggestions you may have. We also are open to discussing alternative transaction structures (including common or preferred equity investments or mezzanine loans) that reach a similar economic result but are more efficient in your view for tax or other reasons.
 
Our additional financing proposal does not require due diligence or the review of material non-public information. However, our commitment would be subject to the conditions set forth in the commitment letter. Of particular note:
 
·
Our own commitments of $245,022,716 are subject to Hexion’s receipt of similar commitments from a limited number of other large investors in Huntsman (“Additional Commitments”) such that the aggregate notional amount of all CVR commitments is at least $500,000,000. We have discussed this proposal with Peter Huntsman and requested that the Huntsman family and certain of their controlled entities (the "Huntsman Family Stockholders") join the attached commitment letter. Peter Huntsman has informed us that it is his expectation that the Huntsman Family Stockholders will commit to subscribe for an aggregate of $186,233,986 in notional amount of CVRs on the terms and conditions set forth in the commitment letter at such time as sufficient Additional Commitments are received such that the aggregate of all CVR commitments, including the commitments of the Huntsman Family Stockholders, is at least $500,000,000. Based on our analysis of the institutional ownership of Huntsman common equity, we believe that at least the requisite amount of Additional Commitments $68,743,298 can be obtained from other large stockholders who see the situation in the same terms that we do. In the event that you receive Additional Commitments in excess of that amount, we agree that you may increase the total amount of CVRs rather than reduce our own commitments.
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-3-  
 
·
Our commitments also are subject to Hexion’s acceptance of the commitment letter by September 15, 2008. In accepting the commitment letter, we ask Hexion to confirm that, assuming the “Company Material Adverse Effect” condition in the Merger Agreement will be satisfied or waived as of the closing date, Hexion has no other reason to believe that any condition precedent to any party’s obligation to effect the merger will not be timely satisfied or that any party has or will have the right to terminate the Merger Agreement prior to the consummation of the merger. We feel it is important to verify this as part of a bona fide acceptance of our commitments, which require us to allocate capital for the CVR investment and hold a minimum amount of Huntsman stock until consummation of the merger. We do not believe that acceptance of our commitment letter will limit Hexion’s ability to argue (now or later) that a “Company Material Adverse Effect” has occurred.
 
·
Finally, our commitments are subject to the consummation of the merger on the terms and at the price specified in the Merger Agreement. Obviously, we do not intend to subscribe for CVRs on the terms described in the commitment letter if the consideration payable under the Merger Agreement is reduced or delayed, or other changes adverse to us are made without our consent.
 
Please understand that none of us represents Huntsman or has the authority to bind it.  We are making this proposal solely on our own behalf as institutional investors, and not on behalf of Huntsman, the Huntsman family or any other Huntsman stockholders.
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-4-  
 
We are available at your convenience to discuss the term sheet and are ready to proceed quickly to definitive documentation once the term sheet is agreed.  If you have any questions, please feel free to contact any of the undersigned.
 
  Very truly yours,
 
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-5-  
 
 
CITADEL LIMITED PARTNERSHIP
     
 
By:
CITADEL INVESTMENT GROUP, L.L.C., its General Partner
     
 
By:
 /s/ John C. Nagel
   
Name: John C. Nagel
   
Title: Authorized Signatory
     
     
 
D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
     
 
By:
D. E. SHAW & CO., L.P., as Managing Member
     
 
By:
 /s/ Julius Gaudio
   
Name: Julius Gaudio
   
Title: Managing Director
     
     
 
D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
     
 
By:
D. E. SHAW & CO., L.L.C., as Managing Member
     
 
By:
 /s/ Julius Gaudio
   
Name: Julius Gaudio
   
Title: Managing Director
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-6-  
 
 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
     
 
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
     
 
By:
/s/ Robert H. Weiss
   
Name: Robert H. Weiss
   
Title: General Counsel
     
     
 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
     
 
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
     
 
By:
 
   
Name:
   
Title:
 
(Attachments)
CC: Andrew J. Nussbaum (with attachements)
        (Wachtell, Lipton, Rosen & Katz)
 


Hexion Specialty Chemicals, Inc.
 
Apollo Global Management, LLC 
-7-  
 
 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (BERMUDA) L.P.
     
 
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
     
 
By:
/s/ Robert H. Weiss
   
Name: Robert H. Weiss
   
Title: General Counsel
     
     
 
PENTWATER GROWTH FUND LTD.
     
 
By:
/s/ Matthew C. Halbower
   
Name: Matthew C. Halbower
   
Title: CEO/Portfolio Manager
 
(Attachments)
 

EX-99.5 3 v125271_ex99-5.htm Unassociated Document
 
August [28], 2008
 

 

 
Hexion Specialty Chemicals, Inc.
180 East Broad St.
Columbus, OH 43215
 
Attention:
William H. Carter
Executive Vice President and Chief Financial Officer
 
 
Additional Financing Commitment Letter
US$500 Million Contingent Value Rights

Ladies and Gentlemen:
 
Hexion Specialty Chemicals, Inc. (the “Issuer” or “you”) has advised each of the institutional investors identified on Schedule 1 to this letter (the “Initial Investors” and, together with each person who subsequently executes a Joinder Agreement in the form attached as Exhibit B, an “Investor”) that the Issuer desires to issue and sell contingent value rights to the Investors on the terms contemplated herein (the “CVRs”) and apply the proceeds thereof, together with the proceeds of the indebtedness contemplated by the Commitment Letter, dated July 11, 2007 (the “Debt Commitment Letter”), among Hexion LLC, the Issuer and affiliates of each of Credit Suisse and Deutsche Bank, to pay the cash consideration and other costs and expenses associated with, and to provide working capital after, the acquisition of Huntsman Corporation (“Huntsman”) by the Issuer pursuant to the Agreement and Plan of Merger, dated as of July 12, 2007 (the “Merger Agreement”, and the merger contemplated thereby, the “Merger”), among the Issuer, Nimbus Merger Sub Inc. and Huntsman.
 
1.
Several Commitments of the Investors
 
Subject to the terms and conditions described in this letter agreement and the attached Exhibit A (“Exhibit A”, and together with this letter agreement, Schedule 1 and Exhibit B, the “Additional Financing Commitment Letter”), each Investor is pleased to inform the Issuer of its several commitment to purchase, or to cause one or more of its affiliates to purchase, on the date of the Closing (as defined in the Merger Agreement) of the Merger (the “Closing Date”), the notional amount of CVRs set forth opposite its name on Schedule 1 or its Joinder Agreement, as applicable, at a purchase price equal to 100% of the applicable notional amount. The aggregate notional amount of the commitments of all Investors is expected to be at least $500 million, and may exceed this amount with your approval. The Issuer may at any time prior to the fifth Business Day before the Closing Date by written notice to the Initial Investors reduce the notional amounts of the commitment hereunder so long as (a) the aggregate notional amount of the commitments hereunder remains in excess of $50 million and (b) the Issuer continues to have adequate funds to consummate the Merger in accordance with the Merger Agreement after giving effect to the reduced commitments. Any reductions in commitments shall be made on a pro rata basis among the Investors.
 

 
The commitments of the Investors are several, and not joint. No Investor shall have any liability for the failure of any other Investor to purchase the CVRs or to comply with any obligation under or relating to this Additional Financing Commitment Letter or the definitive documentation for the transactions contemplated hereby. No Investor is the agent of, or otherwise has the authority to bind or represent, you or any other Investor. You will appoint no underwriter, arranger, syndication agent, placement agent, bookrunner or manager with respect to the CVRs without the prior written consent of each Investor.
 
2.
Conditions Precedent to the Commitments
 
Each Investor’s commitment hereunder is subject to:
 
(a) your acceptance of this Additional Financing Commitment Letter on or prior to September 15, 2008 and your confirmation in writing to each Investor on and as of the date of your acceptance that, assuming the condition precedent in Section 6.2(e) of the Merger Agreement relating to a “Company Material Adverse Effect” is satisfied or waived in accordance with the terms thereof, you have no reason to believe that any condition precedent to any party’s obligation to effect the Merger will not be timely satisfied or that any party has or will have the right to terminate the Merger Agreement prior to the consummation of the Merger;
 
(b) the execution and delivery by the Issuer and each Investor of definitive documentation for the purchase of the CVRs in form and substance reasonably satisfactory to such Investor (the “Definitive Documentation”), which Definitive Documentation each Investor and the Issuer agrees to use commercially reasonable efforts to finalize as promptly as practicable following the Issuer’s acceptance of this Additional Financing Commitment Letter;
 
(c) the consummation of the Merger, prior to or simultaneously with the purchase and sale of the CVRs, at $28.00 per share, as adjusted pursuant to Section 2.1(b)(i) of the Merger Agreement, in cash, and otherwise in accordance with the Merger Agreement without giving effect to any amendment, waiver or modification thereof unless made with the prior written consent of the Investors (such consent not to be unreasonably withheld);
 
(d)  no dividends, distributions, share repurchases, recapitalizations or similar transactions involving the Issuer prior to the Merger, except as reflected in the agreed Initial Equity Value of the Issuer (as defined in Exhibit A);
 
(e) a limited number of additional institutional investors or other accredited investors (as defined in Rule 501(a) under the Securities Act of 1933, as amended) reasonably acceptable to the Initial Investors shall have executed and delivered Joinder Agreements in the form attached as Exhibit B or made other commitments to the Issuer to purchase CVRs in form and substance satisfactory to the other Investors, such that the aggregate commitments of all Investors and other Huntsman stockholders equals at least $500 million in notional amount; and
 
2

 
(f) other reasonable and customary closing conditions, including compliance with the terms of this Additional Financing Commitment Letter and the Definitive Documentation in all material respects, delivery of legal opinions, officers’ certificates, a solvency certificate consistent with the certificate contemplated by the Merger Agreement and the existing Debt Commitment Letter, accuracy of representations and warranties, absence of defaults, absence of material litigation concerning the Merger or its financing, payment of fees and expenses, and other closing documents and informational and other undertakings for a Section 4(2) private placement of securities.
 
3.
Commitment Termination
 
Each Investor’s commtment hereunder will terminate on the earlier of (a) written notice by such Investor of the Issuer’s breach of any material obligation under this Additional Financing Commitment Letter, (b) November 2, 2008, and (c) the termination of the Merger Agreement by any party thereto or the amendment of the Merger Agreement unless made with the prior consent of the Investors (such consent not to be unreasonably withheld). Sections 4 through 9 below shall survive the termination of the Investor’s commitment hereunder.
 
4.
Indemnification
 
The Issuer will indemnify and hold harmless the Investors and each of their affiliates, officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in each case arising out of or in connection with or relating to this Additional Financing Commitment Letter or the transactions contemplated hereby or any actual or proposed use of the proceeds of the CVRs, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity will be effective whether or not such investigation, litigation or proceeding is brought by the Issuer or Huntsman or any of their respective directors, security holders or creditors, and whether or not the transactions contemplated hereby are consummated.
 
3

 
No Indemnified Party will have any liability (whether direct or indirect, in contract, tort or otherwise) to the Issuer, Huntsman or any of their respective affiliates or security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. In addition, no Indemnified Party will be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation loss of profits, business or anticipated savings, regardless of foreseeability).
 
5.
Minimum Holding; Limitation to Sophisticated Investors

Each Investor, for the benefit of the Issuer and each other Investor, (i) hereby represents, as to itself, that (A) it owns (directly or indirectly) as of the date hereof a number of shares of common stock of Huntsman with a value (at the Merger price) at least equal to 110.00% of the notional amount of its CVR commitment (such number of shares of common stock, its “Minimum Holding”) and (B) other than as described in the Schedule 13D to be filed by such Investor on or promptly after the date on which such Investor becomes a party hereto and as amended from time to time, none of such Investor, its affiliates or its associates (as such terms are defined under Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) is the beneficial owner (as such term is defined under Rule 13d-3 of the Exchange Act) of any common stock of Huntsman or has any agreement, arrangement or understanding with any person for the purpose of acquiring, holding, voting or disposing of any securities of Huntsman, and (ii) hereby agrees that it will maintain ownership of shares of common stock of Huntsman at least equal to its Minimum Holding from the date hereof until the earlier of the consummation of the Merger or the termination of its commitment in accordance with paragraph 3. For purposes of calculating the Minimum Holding, an Investor may aggregate positions held by any affiliated entity so long as (i) such affiliate is a direct or indirect wholly-owned subsidiary of the Investor, (ii) the Investor is a direct or indirect wholly-owned subsidiary of such affiliate or (iii) the Investor and such affiliate are direct or indirect wholly-owned subsidiaries of a common parent company.
 
In addition, each Investor, for the benefit of the Issuer and each other Investor, hereby represents and warrants that (i) it is an ‘accredited investor’ within the meaning of Rule 501(a) under the Securities Act of 1933, as amended, and a sophisticated financial investor making its own decision to commit to purchase CVRs in light of its economic interest in Huntsman stock and the Merger, (ii) the CVRs are illiquid instruments in large denominations for which there will be no trading market and such Investor is prepared to hold the CVRs until their maturity, at which time there may be no recovery under the terms of the CVRs, (iii) the publicly-available information available to it concerning Huntsman and the Issuer provides a sufficient basis for its own investment decision in the context of the CVRs as an effective ‘earn-out’ or contingent price adjustment in connection with the Merger and (iv) it has made its own, independent review and analysis of all information that it considers adequate for purposes of its investment decision and has not relied on the advice or recommendation of, or any information or analyses by, any other Investor in deciding to commit to CVRs in connection with the Merger.
 
4

 
6.
Other Activities of the Investors

You acknowledge that the Investors are engaged in securities trading as well as providing other financial services. You agree that the Investors may employ the services of its affiliates in connection with the transactions contemplated by this Additional Financing Commitment Letter and such affiliates will be entitled to the benefits afforded to each Investor hereunder. Notwithstanding their involvement in the transactions contemplated by this Additional Financing Commitment Letter or the possible receipt of confidential information in connection therewith, you understand and agree that each Investor and its affiliates may conduct other transactions for its or its affiliates’ own account or the account of customers in equity, debt, securities, derivatives and other financial instruments issued by or relating to the Issuer, its affiliates and other companies with which the Issuer or its affiliates may have a commercial or competitive relationship, and (b) may provide investment advisory, financial advisory and other services to the Issuer or any of its Representatives or to persons and companies whose interests compete with those of the Issuer or its affiliates, provided that each Investor and its affiliates will not use confidential information received from the Issuer or its representatives in connection with the transactions contemplated by this Additional Financing Commitment Letter when conducting such transactions or performing such services.

The Issuer acknowledges and agrees that this Additional Financing Commitment Letter and the activities of the Investors and each of their affiliates hereunder in connection with the transactions contemplated by this Additional Financing Commitment Letter do not create a fiduciary, advisory or agency relationship between the Issuer and the Investors, and the Issuer understands and accepts the terms, risks and conditions of the transactions contemplated by this Additional Financing Commitment Letter. To the fullest extent permitted by applicable law, the Issuer hereby waives any claims it may have against any Investor based upon or relating to any allegation that it owes the Issuer a fiduciary duty, and the Issuer hereby agrees that no Investor shall have any liability (whether direct or indirect) in respect of any claim for breach of fiduciary duty to the Issuer or to any other person, including any stockholders, employees or creditors asserting a claim derivatively, in the Issuer’s name or otherwise on its behalf.

7.
No Third Party Reliance; Limitations on Assignment and Amendment
 
The agreements of each Investor hereunder are made solely for the benefit of the Issuer and may not be relied upon or enforced by any other person (other than any Indemnified Parties or, in the case of Section 5, the other Investors). The Issuer may not assign or delegate any of its rights or obligations hereunder without the Investor’s prior written consent, and any attempted assignment without such consent shall be void. An Investor may assign or delegate its commitment and other rights and obligations hereunder before or after the Closing Date to any person that would be a permitted transferee of CVRs after the Closing Date pursuant to Exhibit A, provided that no transfer of commitments prior to the date hereof shall release any Investor of its obligation to purchase the CVRs on the Closing Date unless such transfer is made (a) to another Investor or (b) with the prior written consent of the Issuer (such consent not to be unreasonably withheld, conditioned or delayed). This Additional Financing Commitment Letter may not be amended, restated, modified, or any provision hereof waived, except by a written agreement signed by all parties hereto.
 
5

 
8.
Governing Law; Entire Agreement
 
This Additional Financing Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. This Additional Financing Commitment Letter sets forth the entire agreement among the parties with respect to the matters addressed herein and supersedes all prior communications, written or oral, with respect hereto.
 
9.
Waiver of Jury Trial; Jurisdiction
 
Each party hereto irrevocably waives to the full extent permitted by applicable law all right to trial by jury in any suit, action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Additional Financing Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.
 
With respect to all matters arising out of or relating to this Additional Financing Commitment Letter, each party hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the State of New York, County of New York, and any appellate court from any thereof, (ii) agrees that all claims related hereto may be heard and determined in such courts, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, (iv) agrees that a final judgment of such courts shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (v) waives any immunity (sovereign or otherwise) from jurisdiction of any court or from any legal process or setoff to which you or your properties or assets may be entitled.
 
10.
Signing and Effectiveness
 
This Additional Financing Commitment Letter shall be effective only upon delivery of an executed signature page (or counterpart signature page) by each of the Investors and the Issuer. If it does not become effective by 5:00 p.m. New York City time on September 15, 2008, this Additional Financing Commitment Letter shall be void ab initio.
 
This Additional Financing Commitment Letter may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute a single instrument.
 
[Signature Page Follows]
 
6


 
Very truly yours,
     
 
CITADEL LIMITED PARTNERSHIP
     
 
By:
CITADEL INVESTMENT GROUP, L.L.C., its General Partner
     
 
By:
 
   
Name:
   
Title:
     
     
 
D. E. SHAW VALENCE PORTFOLIOS, L.L.C.
     
 
By:
D. E. SHAW & CO., L.P., as Managing Member
     
 
By:
 
   
Name:
   
Title:
     
     
 
D. E. SHAW OCULUS PORTFOLIOS, L.L.C.
     
 
By:
D. E. SHAW & CO., L.L.C., as Managing Member
     
 
By:
 
   
Name:
   
Title:
 


 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
     
 
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
     
 
By:
 
   
Name:
   
Title:
     
     
 
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (BERMUDA) L.P.
     
 
By:
MATLINPATTERSON GLOBAL ADVISERS LLC, its Investment Advisor
     
 
By:
 
   
Name:
   
Title:
     
     
 
PENTWATER GROWTH FUND LTD.
   
 
By:
 
   
Name:
   
Title:
 
2

 
ACCEPTED AND AGREED
on ________________, 2008:

HEXION SPECIALTY CHEMICALS, INC.

 
By:                                                                        
Name: William H. Carter
Title:   Executive Vice President and Chief Financial Officer
 
3

 
SCHEDULE 1
 
INITIAL INVESTOR
NOTIONAL AMOUNT
Citadel Limited Partnership
$80,080,000
D.E. Shaw Valence Portfolios, L.L.C.
$53,463,541.04
D.E. Shaw Oculus Portfolios, L.L.C.
$25,612,041
MatlinPatterson Global Opportunities Partners, L.P.
$52,704,830.36
MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
$18,365,703.72
Pentwater Growth Fund Ltd.
$14,796,600
TOTAL
$245,022,716

 

 
Annex A
Indicative Terms for Contingent Value Rights

Issuer
Hexion Specialty Chemicals, Inc. (the “Issuer”)
Instrument
Contingent Value Rights (“CVRs”)
Notional Amount
At least $500 million
Term
The CVRs will mature on the [8]th anniversary of the merger closing.1  
Purchase Price
100% of Notional Amount2 
Use of Proceeds
Merger consideration
Initial Equity Investors
[Apollo Fund VI]
Hurdle Rate
20%
Contingency
Actual or deemed distributions on or with respect to the Common Stock of the Issuer (defined to exclude qualifying employee ownership plans) representing a cumulative rate of return (taken together with all other actual or deemed distributions on or with respect to such Common Stock) on the Initial Equity Value of the Common Stock equal to the Hurdle Rate.
Initial Equity Value
US$[ ], representing the agreed value of the Common Stock of Hexion immediately prior to the merger.3 
Payments Due
To the extent the Contingency is satisfied, the Issuer will make matching payments on the CVRs with respect to excess distributions or deemed distributions on the Common Stock as follows. Each Payment will reduce the Notional Amount, and the CVRs will be cancelled when the Notional Amount is reduced to zero.
 
1
Intended to be one year beyond maturity date for Hexion debt financing.
2
The CVRs are expected to be treated as an element of merger consideration for U.S. federal income tax purposes from the standpoint of the Issuer and the Investors, subject to review and confirmation.
3
Assumes no outstanding capital stock other than Common Stock subject to CVR and qualifying employee stock ownership plans. Holders of Common Stock should own no other investments in the Issuer and receive no management fees or other consideration (any consideration paid will constitute a distribution for purposes determining satisfaction of the Contingency).
 
 

 
 
 
(a)   The Issuer will pay holders of CVRs, simultaneously with any dividend, distribution or repurchase of Common Stock, an aggregate amount equal to 100% of the Fair Market Value of any dividend, distribution or repurchase consideration in excess of the Contingency.
 
(b)   Upon any direct or indirect sale or other transfer (other than a qualified public offering pursuant to clause (d) below) of any Common Stock by the Initial Equity Investors, the Issuer will pay holders of CVRs simultaneously with (or promptly following) the effectiveness of such transaction(s), an aggregate amount equal to 100% of the Fair Market Value of the consideration received by the Initial Equity Investors in excess of the Contingency.
 
(c)   Upon any merger, recapitalization or other transaction where Common Stock of the Issuer is directly or indirectly exchanged for cash, stock or property, the Issuer will pay holders of CVRs, simultaneously with (and as a condition to) the effectiveness of such transaction, an aggregate amount equal to 100% of the Fair Market Value of the consideration paid to stockholders in excess of the Contingency.
 
(d)   Upon the expiration of the term of the CVRs or an earlier qualified public offering (to be defined), the Appraiser will determine the Fair Market Value of the Common Stock and the Issuer will make a final payment on the CVRs as if the entire Fair Market Value were distributed to the holders of Common Stock on the expiration date.
 
Fair Market Value” will mean (i) the amount of any cash, (ii) the average 30-day closing price of any NYSE- or NASDAQ-listed securities, (iii) the fair market value of any other assets or property as determined by the Appraiser.
 
Appraiser” means a leading valuation firm (unaffiliated with the Issuer) agreed by the Issuer and holders of a majority in notional amount of the CVRs. If an Appraiser cannot be promptly agreed, each of the Issuer and majority holders shall appoint a leading valuation firm (unaffiliated with the Issuer) and the two firms shall choose a third to be the Appraiser.
 

 
Optional Redemption
At option of the Issuer at any time on 10 Business Day’s notice at the outstanding Notional Amount.
Offer to Repurchase
As a condition to a change of control (to be defined), the Issuer will offer to repurchase the CVRs within 10 Business Days at a repurchase price equal to payment that would be due on the CVRs if the entire Fair Mair Market Value of the Common Stock were distributed to holders of Common Stock immediately prior to the change of control.
Certain Covenants
To be reasonably agreed, and including:
 
·  No merger, sale of substantially all assets, or similar transaction without assumption of CVRs.
 
·  No issuance of preferred stock, multiple classes of common stock, common stock issued by subsidiaries, or other changes to capital structure that could adversely affect value of the CVRs (unless appropriate adjustments are agreed in definitive documentation).
 
·  No transactions with affiliates except on arm’s-length terms and, above a threshold to be agreed, with the approval of majority holders of the CVRs.
 
·  Further assurances and no transactions that circumvent purposes of CVRs.
Adjustments
Standard adjustments for dividends, stock splits or other dilutive events. The details of such adjustments are to be reasonably agreed.
Events of Default
To be reasonably agreed, and including:
 
·  payment default on CVRs;
 
·  bankruptcy events or liquidation of the Issuer;
 
·  breach of representation and warranty; and
 
·  breach of covenant.
 
An Event of Default will entitle the holders of the CVRs to the immediate payment of the Face Amount regardless of whether the Contingency has been satisfied, but subject to “Ranking” below.
 

 
Ranking
The CVRs will rank as senior unsecured securities/instruments, provided that upon liquidation of the Issuer the CVRs will not entitle their holder to any payment except to the extent a distribution could be made on Common Stock under applicable law.
Fees and Expenses
No fees, other than up to 0.5% upon funding of CVRs to reimburse costs and expenses of CVR investors.
Indemnity
Customary for providers of acquisition financing
Governing Law
New York
Dispute Resolution
Arbitration
Offering and Transfer Restrictions
Offered privately to a limited number of highly-sophisticated accredited investors with direct or indirect positions in the common stock of Huntsman. Offering will be a 4(2) private placement with minimum initial subscriptions of at least $10 million. Investors will be required to make customary securities law representations as a condition to their investment. Transfers will be permitted in accordance with applicable securities laws (a) after the second anniversary of the merger, (b) to affiliates or funds managed by affiliates, or (c) after an Event of Default.


 
 
Exhibit B
 
JOINDER AGREEMENT
 
Reference is made to that certain Additional Financing Commitment Letter Agreement, dated August [__], 2008, among Hexion Specialty Chemicals, Inc. and the Investors named therein (the “Agreement”). Capitalized terms used but not defined in this Joinder Agreement have the meanings specified in the Agreement.
 
[____________] (the "New Investor") has reviewed the Agreement and hereby commits to purchase CVRs with a notional amount of US$[___________] subject to the terms and conditions of the Agreement. Each of the New Investor and the Issuer agree that the New Investor shall be an "Investor" for all purposes of the Agreement as if an original party thereto.


Address for Notices:
 
With Copies to:
     
     
     
     
     
     
 
 
     
  [NEW INVESTOR]
 
 
 
 
 
 
  By:    
 
Name:
Title:
   

 
Accepted and Agreed by:

HEXION SPECIALTY CHEMICALS, INC.

By:                                                                                                  
Name: William H. Carter
Title: Executive Vice President and Chief Financial Officer



 
EX-99.6 4 v125271_ex99-6.htm Unassociated Document

       
Trans Type
Trade
Account
Symbol
Data
Buy Transaction
Option Assignment
Option Exercise
Sell Transaction
8/1/2008
CDRG
HUN
Average of Cost
$13.51
   
$13.51
     
Sum of Quantity
56,484
   
-48,803
   
HUNID
Average of Cost
$0.52
   
$0.60
     
Sum of Quantity
36
   
-65
   
HUNIW
Average of Cost
$1.00
     
     
Sum of Quantity
14
     
   
HUNWB
Average of Cost
     
$1.60
     
Sum of Quantity
     
-44
   
HUNWV
Average of Cost
     
$2.75
      
Sum of Quantity
     
-36
8/4/2008
CDRG
HUN
Average of Cost
$13.60
   
$13.58
     
Sum of Quantity
25,738
   
-26,197
   
HUNID
Average of Cost
$0.51
     
     
Sum of Quantity
1
     
   
HUNIV
Average of Cost
     
$2.90
     
Sum of Quantity
     
-21
   
HUNIW
Average of Cost
$1.01
     
     
Sum of Quantity
24
     
   
HUNKX
Average of Cost
$0.47
     
     
Sum of Quantity
42
     
   
HUNNB
Average of Cost
     
$1.90
     
Sum of Quantity
     
-10
   
HUNNC
Average of Cost
$4.10
     
     
Sum of Quantity
8
     
   
HUNUB
Average of Cost
$0.70
     
     
Sum of Quantity
33
     
   
HUNUD
Average of Cost
$7.00
     
     
Sum of Quantity
5
     
   
HUNUU
Average of Cost
$0.20
     
     
Sum of Quantity
1
     
   
HUNUV
Average of Cost
$1.65
     
     
Sum of Quantity
55
     
   
HUNWA
Average of Cost
$0.20
     
     
Sum of Quantity
10
     
   
HUNWB
Average of Cost
$1.54
     
     
Sum of Quantity
33
     
   
HUNWV
Average of Cost
$2.77
     
     
Sum of Quantity
10
     
8/5/2008
CDRG
HUN
Average of Cost
$13.98
   
$13.94
     
Sum of Quantity
57,711
   
-51,236
   
HUNBX
Average of Cost
$0.55
     
     
Sum of Quantity
16
     
   
HUNIB
Average of Cost
     
$4.80
     
Sum of Quantity
     
-1
   
HUNIC
Average of Cost
$1.68
   
$1.85
     
Sum of Quantity
4
   
-29
   
HUNID
Average of Cost
$0.50
     
     
Sum of Quantity
15
     
   
HUNIW
Average of Cost
$0.98
   
$1.05
     
Sum of Quantity
92
   
-33
   
HUNKC
Average of Cost
$2.67
     
     
Sum of Quantity
30
     
   
HUNKD
Average of Cost
     
$1.00
     
Sum of Quantity
     
-9
   
HUNKV
Average of Cost
$3.95
     
     
Sum of Quantity
15
     
   
HUNKW
Average of Cost
     
$1.85
     
Sum of Quantity
     
-10
   
HUNKX
Average of Cost
     
$0.55
     
Sum of Quantity
     
-33
   
HUNNW
Average of Cost
$5.50
     
     
Sum of Quantity
5
     
   
HUNUB
Average of Cost
$0.55
     
     
Sum of Quantity
44
     
   
HUNUW
Average of Cost
$4.62
     
     
Sum of Quantity
44
     
   
HUNWB
Average of Cost
$1.30
     
     
Sum of Quantity
29
     
8/6/2008
CDRG
HUN
Average of Cost
$14.21
   
$14.18
     
Sum of Quantity
17,133
   
-16,332
   
HUNBV
Average of Cost
$4.17
     
     
Sum of Quantity
6
     
   
HUNIW
Average of Cost
$0.90
   
$1.05
     
Sum of Quantity
11
   
-4
   
HUNKC
Average of Cost
$2.65
     
     
Sum of Quantity
19
     
   
HUNKD
Average of Cost
     
$1.05
     
Sum of Quantity
     
-5
   
HUNKE
Average of Cost
     
$0.25
     
Sum of Quantity
     
-5
   
HUNKU
Average of Cost
     
$7.10
     
Sum of Quantity
     
-10
   
HUNKV
Average of Cost
$4.00
     
     
Sum of Quantity
10
     
   
HUNKW
Average of Cost
$1.60
   
$1.85
     
Sum of Quantity
25
   
-3
   
HUNKX
Average of Cost
     
$0.60
     
Sum of Quantity
     
-4
   
HUNNU
Average of Cost
$0.70
     
     
Sum of Quantity
15
     
   
HUNUV
Average of Cost
     
$1.30
     
Sum of Quantity
     
-27
   
HUNUW
Average of Cost
$4.20
     
     
Sum of Quantity
22
     
   
HUNWB
Average of Cost
$1.15
   
$1.40
     
Sum of Quantity
5
   
-5
   
HUNWW
Average of Cost
$5.00
     
     
Sum of Quantity
5
     
8/7/2008
CDRG
HUN
Average of Cost
$13.91
   
$13.91
     
Sum of Quantity
32,866
   
-23,467
   
HUNIC
Average of Cost
$1.30
     
     
Sum of Quantity
1
     
   
HUNIV
Average of Cost
     
$2.55
     
Sum of Quantity
     
-26
   
HUNKB
Average of Cost
$4.90
     
     
Sum of Quantity
11
     
   
HUNKC
Average of Cost
$2.50
   
$2.60
     
Sum of Quantity
10
   
-3
   
HUNKD
Average of Cost
     
$0.94
     
Sum of Quantity
     
-205
   
HUNUB
Average of Cost
     
$0.35
     
Sum of Quantity
     
-5
   
HUNUD
Average of Cost
$6.50
     
     
Sum of Quantity
5
     
   
HUNWB
Average of Cost
$1.05
     
     
Sum of Quantity
1
     
   
HUNWW
Average of Cost
$5.10
     
     
Sum of Quantity
35
     
   
HUNWX
Average of Cost
$9.00
     
     
Sum of Quantity
15
     
8/8/2008
CDRG
HUN
Average of Cost
$13.98
   
$13.96
     
Sum of Quantity
22,786
   
-16,154
   
HUNBD
Average of Cost
     
$1.10
     
Sum of Quantity
     
-10
   
HUNIC
Average of Cost
$1.38
     
     
Sum of Quantity
15
     
   
HUNKB
Average of Cost
     
$5.30
     
Sum of Quantity
     
-1
   
HUNKC
Average of Cost
$2.40
     
     
Sum of Quantity
1
     
   
HUNKD
Average of Cost
     
$0.90
     
Sum of Quantity
     
-47
   
HUNKV
Average of Cost
$3.60
     
     
Sum of Quantity
8
     
   
HUNKW
Average of Cost
$1.40
   
$1.60
     
Sum of Quantity
66
   
-17
   
HUNNW
Average of Cost
$5.30
     
     
Sum of Quantity
3
     
   
HUNUD
Average of Cost
$6.20
     
     
Sum of Quantity
2
     
   
HUNUW
Average of Cost
     
$4.30
     
Sum of Quantity
     
-10
   
HUNWB
Average of Cost
$1.05
     
     
Sum of Quantity
5
     
   
HUNWV
Average of Cost
$2.15
     
     
Sum of Quantity
5
     
   
HUNWW
Average of Cost
$4.96
     
     
Sum of Quantity
119
     
   
HUNWX
Average of Cost
$8.80
     
     
Sum of Quantity
19
     
8/11/2008
CDRG
HUN
Average of Cost
$14.07
   
$14.09
     
Sum of Quantity
44,432
   
-37,665
   
HUNBC
Average of Cost
     
$2.90
     
Sum of Quantity
     
-3
   
HUNIC
Average of Cost
$1.35
   
$1.45
     
Sum of Quantity
11
   
-44
   
HUNKC
Average of Cost
$2.40
   
$2.48
     
Sum of Quantity
4
   
-81
   
HUNKD
Average of Cost
$0.83
   
$1.00
     
Sum of Quantity
15
   
-1
   
HUNKV
Average of Cost
$3.45
     
     
Sum of Quantity
5
     
   
HUNKW
Average of Cost
$1.35
     
     
Sum of Quantity
44
     
   
HUNTX
Average of Cost
   
$22.50
 
     
Sum of Quantity
   
-14
 
   
HUNUV
Average of Cost
$1.00
   
$1.15
     
Sum of Quantity
20
   
-1
   
HUNWB
Average of Cost
$1.05
     
     
Sum of Quantity
10
     
   
HUNWC
Average of Cost
$3.20
     
     
Sum of Quantity
5
     
   
HUNWW
Average of Cost
$4.90
     
     
Sum of Quantity
44
     
8/12/2008
CDRG
HUN
Average of Cost
$14.10
 
 
$14.12
     
Sum of Quantity
40,474
   
-34,901
   
HUNIV
Average of Cost
     
$2.65
     
Sum of Quantity
     
-30
   
HUNIW
Average of Cost
     
$0.70
     
Sum of Quantity
     
-24
   
HUNKC
Average of Cost
     
$2.45
     
Sum of Quantity
     
-60
   
HUNKD
Average of Cost
$0.75
   
 
     
Sum of Quantity
27
     
   
HUNKV
Average of Cost
$3.50
     
     
Sum of Quantity
2
     
   
HUNKW
Average of Cost
$1.38
   
$1.45
     
Sum of Quantity
10
   
-14
   
HUNNB
Average of Cost
$1.30
     
     
Sum of Quantity
1
     
   
HUNNC
Average of Cost
$3.50
     
     
Sum of Quantity
5
     
   
HUNNX
Average of Cost
$8.60
     
     
Sum of Quantity
4
     
   
HUNTD
Average of Cost
   
$20.00
 
     
Sum of Quantity
   
-76
 
   
HUNUB
Average of Cost
     
$0.35
     
Sum of Quantity
     
-45
   
HUNUV
Average of Cost
     
$1.03
     
Sum of Quantity
     
-54
 
 
HUNWB
Average of Cost
$0.95
   
$1.15
 
 
 
Sum of Quantity
8
   
-10
8/13/2008
CDRG
HUN
Average of Cost
$14.11
   
$14.13
     
Sum of Quantity
56,544
   
-59,458
   
HUNIB
Average of Cost
$4.30
     
     
Sum of Quantity
3
     
   
HUNIC
Average of Cost
$1.28
     
     
Sum of Quantity
14
     
   
HUNIW
Average of Cost
$0.50
     
     
Sum of Quantity
5
     
   
HUNKD
Average of Cost
     
$0.80
     
Sum of Quantity
     
-44
   
HUNKE
Average of Cost
     
$0.20
     
Sum of Quantity
     
-3
   
HUNKW
Average of Cost
$1.31
     
     
Sum of Quantity
36
     
   
HUNKX
Average of Cost
     
$0.40
     
Sum of Quantity
     
-44
   
HUNUV
Average of Cost
$1.00
   
 
     
Sum of Quantity
21
     
8/14/2008
CDRG
HUN
Average of Cost
$14.19
   
$14.22
     
Sum of Quantity
40,214
   
-45,302
   
HUNIC
Average of Cost
$1.50
     
     
Sum of Quantity
10
     
   
HUNIW
Average of Cost
     
$0.83
     
Sum of Quantity
     
-113
   
HUNKC
Average of Cost
$2.25
   
$2.40
     
Sum of Quantity
3
   
-11
   
HUNKD
Average of Cost
$0.80
     
     
Sum of Quantity
1
     
   
HUNKW
Average of Cost
$1.36
 
 
$1.25
     
Sum of Quantity
196
   
-10
   
HUNUB
Average of Cost
$0.33
     
     
Sum of Quantity
6
     
   
HUNUV
Average of Cost
     
$1.05
     
Sum of Quantity
     
-27
   
HUNWC
Average of Cost
     
$3.30
     
Sum of Quantity
     
-48
   
HUNWD
Average of Cost
$6.40
     
     
Sum of Quantity
3
     
   
HUNWV
Average of Cost
     
$2.15
     
Sum of Quantity
     
-44
8/15/2008
CDRG
HUN
Average of Cost
$14.33
   
$14.36
     
Sum of Quantity
32,164
   
-31,931
   
HUNHB
Average of Cost
   
$10.00
 
     
Sum of Quantity
   
-115
 
   
HUNHU
Average of Cost
   
$7.50
 
     
Sum of Quantity
   
-34
 
   
HUNHV
Average of Cost
   
$12.50
 
     
Sum of Quantity
   
-118
 
   
HUNIC
Average of Cost
$1.55
     
     
Sum of Quantity
8
     
   
HUNIV
Average of Cost
$2.75
   
$2.90
     
Sum of Quantity
10
   
-10
   
HUNIW
Average of Cost
$0.75
   
$0.85
     
Sum of Quantity
39
   
-33
   
HUNKC
Average of Cost
$2.40
     
     
Sum of Quantity
6
     
   
HUNKD
Average of Cost
$0.75
     
     
Sum of Quantity
23
     
   
HUNKW
Average of Cost
$1.40
     
     
Sum of Quantity
10
     
   
HUNNE
Average of Cost
     
$11.00
     
Sum of Quantity
     
-8
   
HUNNX
Average of Cost
$8.40
     
     
Sum of Quantity
5
     
   
HUNTD
Average of Cost
   
$20.00
 
     
Sum of Quantity
   
-16
 
   
HUNTE
Average of Cost
 
$25.00
   
     
Sum of Quantity
 
15
   
   
HUNTW
Average of Cost
 
$17.50
   
     
Sum of Quantity
 
36
   
   
HUNUB
Average of Cost
$0.33
     
     
Sum of Quantity
26
     
   
HUNWB
Average of Cost
$0.96
   
$0.95
     
Sum of Quantity
20
   
-20
 
CDRT
HUNHB
Average of Cost
 
$10.00
   
     
Sum of Quantity
 
19
   
   
HUNHU
Average of Cost
 
$7.50
   
     
Sum of Quantity
 
20
   
   
HUNHV
Average of Cost
   
$12.50
 
     
Sum of Quantity
   
-218
 
   
HUNTC
Average of Cost
 
$15.00
   
     
Sum of Quantity
 
39
   
   
HUNTD
Average of Cost
   
$20.00
 
     
Sum of Quantity
   
-89
 
   
HUNTE
Average of Cost
 
$25.00
   
     
Sum of Quantity
 
5
   
   
HUNTW
Average of Cost
 
$17.50
   
     
Sum of Quantity
 
76
   
   
HUNTX
Average of Cost
 
$22.50
   
     
Sum of Quantity
 
15
   
8/18/2008
CDRG
HUN
Average of Cost
$13.77
   
$13.98
     
Sum of Quantity
48,072
   
-32,291
   
HUNBV
Average of Cost
     
$4.10
     
Sum of Quantity
     
-10
   
HUNIC
Average of Cost
$1.26
   
$1.33
     
Sum of Quantity
117
   
-20
   
HUNID
Average of Cost
$0.22
     
     
Sum of Quantity
33
     
   
HUNIE
Average of Cost
$0.05
     
     
Sum of Quantity
5
     
   
HUNIV
Average of Cost
     
$2.40
     
Sum of Quantity
     
-10
   
HUNIW
Average of Cost
$0.59
     
     
Sum of Quantity
16
     
   
HUNJC
Average of Cost
     
$2.05
     
Sum of Quantity
     
-70
   
HUNJD
Average of Cost
     
$0.70
     
Sum of Quantity
     
-20
   
HUNJW
Average of Cost
     
$1.20
     
Sum of Quantity
     
-5
   
HUNKC
Average of Cost
$2.30
   
$2.33
 
   
Sum of Quantity
1
   
-38
   
HUNKD
Average of Cost
     
$0.80
     
Sum of Quantity
     
-12
   
HUNKV
Average of Cost
     
$3.90
     
Sum of Quantity
     
-154
   
HUNKW
Average of Cost
$1.20
     
     
Sum of Quantity
6
     
   
HUNUC
Average of Cost
$2.28
   
$2.35
     
Sum of Quantity
12
   
-10
   
HUNUV
Average of Cost
$0.98
     
     
Sum of Quantity
130
     
   
HUNVC
Average of Cost
     
$2.80
     
Sum of Quantity
     
-10
   
HUNVV
Average of Cost
$1.60
   
$1.55
     
Sum of Quantity
9
   
-10
   
HUNWD
Average of Cost
$6.45
     
     
Sum of Quantity
21
     
   
HUNWX
Average of Cost
$8.90
     
     
Sum of Quantity
15
     
8/19/2008
CDRG
HUN
Average of Cost
$13.62
   
$13.61
     
Sum of Quantity
25,684
   
-27,267
   
HUNIC
Average of Cost
$1.06
   
$1.06
     
Sum of Quantity
98
   
-98
   
HUNID
Average of Cost
$0.13
     
     
Sum of Quantity
39
     
   
HUNIW
Average of Cost
$0.45
   
$0.50
     
Sum of Quantity
50
   
-1
   
HUNJW
Average of Cost
$0.90
     
     
Sum of Quantity
44
     
   
HUNKC
Average of Cost
     
$2.15
     
Sum of Quantity
     
-11
   
HUNKD
Average of Cost
$0.50
   
$0.65
     
Sum of Quantity
1
   
-43
   
HUNKU
Average of Cost
     
$6.45
     
Sum of Quantity
     
-20
   
HUNUB
Average of Cost
     
$0.30
     
Sum of Quantity
     
-60
   
HUNUV
Average of Cost
$1.00
   
$1.01
     
Sum of Quantity
23
   
-62
   
HUNWB
Average of Cost
$1.00
   
$1.20
 
   
Sum of Quantity
2
   
-44
   
HUNWV
Average of Cost
$2.00
     
     
Sum of Quantity
10
     
8/20/2008
CDRG
HUN
Average of Cost
$13.64
   
$13.58
     
Sum of Quantity
30,390
   
-25,838
   
HUNBW
Average of Cost
     
$1.55
     
Sum of Quantity
     
-40
   
HUNIC
Average of Cost
     
$1.04
     
Sum of Quantity
     
-34
   
HUNIW
Average of Cost
     
$0.45
     
Sum of Quantity
     
-10
   
HUNJC
Average of Cost
     
$1.75
     
Sum of Quantity
     
-11
   
HUNJW
Average of Cost
     
$0.97
     
Sum of Quantity
     
-26
   
HUNKC
Average of Cost
$2.05
   
$2.05
     
Sum of Quantity
40
   
-40
   
HUNKD
Average of Cost
$0.55
     
     
Sum of Quantity
44
     
   
HUNKV
Average of Cost
$3.00
     
     
Sum of Quantity
11
     
   
HUNKW
Average of Cost
$1.02
     
     
Sum of Quantity
1
     
   
HUNUU
Average of Cost
     
$0.10
     
Sum of Quantity
     
-3
   
HUNUV
Average of Cost
$0.95
     
     
Sum of Quantity
2
   
 
   
HUNVC
Average of Cost
     
$3.25
     
Sum of Quantity
     
-20
   
HUNVV
Average of Cost
$1.60
     
     
Sum of Quantity
99
     
   
HUNWB
Average of Cost
$1.05
     
     
Sum of Quantity
3
     
   
HUNWU
Average of Cost
     
$0.45
     
Sum of Quantity
     
-11
   
HUNWV
Average of Cost
$2.05
     
     
Sum of Quantity
34
     
   
HUNWZ
Average of Cost
     
$0.10
     
Sum of Quantity
     
-84
8/21/2008
CDRG
HUN
Average of Cost
$13.61
   
$13.62
     
Sum of Quantity
16,229
   
-14,198
   
HUNIC
Average of Cost
     
$0.95
     
Sum of Quantity
     
-19
   
HUNIV
Average of Cost
     
$1.95
     
Sum of Quantity
     
-10
   
HUNIW
Average of Cost
     
$0.45
     
Sum of Quantity
     
-2
   
HUNJC
Average of Cost
     
$1.75
     
Sum of Quantity
     
-15
   
HUNJW
Average of Cost
     
$0.95
     
Sum of Quantity
     
-20
   
HUNKV
Average of Cost
$3.05
     
     
Sum of Quantity
33
     
   
HUNUC
Average of Cost
$2.50
     
     
Sum of Quantity
5
     
   
HUNUV
Average of Cost
$0.92
   
$1.00
     
Sum of Quantity
30
   
-11
8/27/2008
CDRG
HUNKB
Average of Cost
$4.50
   
$4.59
     
Sum of Quantity
4
   
-4
8/28/2008
CDRG
HUNIV
Average of Cost
$1.46
$1.50
      
Sum of Quantity
7
   
-7
 


 
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