DealZone

Hexion fight vs Huntsman weakened by its own results

August 14, 2008

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Hexion’s weak quarterly results are going to hurt the chemical company and its private equity owner in more ways than one.

It could take away the punch in their argument against Huntsman, the company that they once wanted to buy.

Hexion and its parent Apollo Management agreed to buy Huntsman for $6.5 billion a year ago, but the deal has been in jeopardy since June, when Apollo and Hexion filed suit against Huntsman seeking to limit their liability in the event that their proposed buyout falls apart.

Apollo Management and Hexion are hinging their argument on an exit clause, which could allow them to walk away from the deal if Huntsman’s business suffers a materially adverse change.

They were quick to point out a month ago that Huntsman’s 19 percent decline in second-quarter operating profit was proof it had.

Now, Hexion has posted a 30 percent decline in operating profits, after excluding a merger related write-off.

Given that the two are in the same industry, it’s raising the question of who has really suffered a material adverse change: Hexion or Huntsman?

Hexion’s results could severely weaken their argument as the so-called MAC clause is typically invoked if a company has been hurt disproportionally to its peers, and Huntsman in this case has actually done better.

The case goes to trial next month, and this might mean Hexion and its parent may have some sleepless nights ahead.

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