SEC Response Letter

-----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, IXuB+99B6fWOG9awMdlsmpsnNKe8snGgPG3ITB7jx+samNn+lSTUKcgn9imz1an+ GSGyyJubORDlrwso2593ug== 0001193125-10-107100.txt : 20100621 0001193125-10-107100.hdr.sgml : 20100621 20100504213849 ACCESSION NUMBER: 0001193125-10-107100 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXION SPECIALTY CHEMICALS, INC. CENTRAL INDEX KEY: 0000013239 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 130511250 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 180 EAST BROAD ST STREET 2: 26TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142254000 MAIL ADDRESS: STREET 1: 180 EAST BROAD ST STREET 2: 26TH FLR CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN CHEMICAL INC DATE OF NAME CHANGE: 20041117 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN CHEMICAL INC DATE OF NAME CHANGE: 20011203 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAWTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000058091 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 361370818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE TERRA WAY STREET 2: 8601 95TH STREET CITY: KENOSHA STATE: WI ZIP: 53412-7716 BUSINESS PHONE: 4149477300 MAIL ADDRESS: STREET 1: ONE TERRA WAY STREET 2: 8601 95TH STREET CITY: KENOSHA STATE: WI ZIP: 53412-7716 FORMER COMPANY: FORMER CONFORMED NAME: LAWTER CHEMICALS INC DATE OF NAME CHANGE: 19810602 FORMER COMPANY: FORMER CONFORMED NAME: KRUMBHAAR CHEMICALS INC DATE OF NAME CHANGE: 19701117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSC CAPITAL CORP CENTRAL INDEX KEY: 0001132424 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 760807613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1600 SMITH STREET SUITE 2418 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8889492502 MAIL ADDRESS: STREET 1: 1600 SMITH STREET SUITE 2416 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RPP CAPITAL CORP DATE OF NAME CHANGE: 20010111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hexion U.S. Finance Corp. CENTRAL INDEX KEY: 0001315749 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 201362484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 225-4000 MAIL ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: Borden U.S. Finance Corp. DATE OF NAME CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hexion Nova Scotia Finance, ULC CENTRAL INDEX KEY: 0001315751 IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 225-4000 MAIL ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: Borden Nova Scotia Finance, ULC DATE OF NAME CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Borden Chemical Foundry LLC CENTRAL INDEX KEY: 0001315752 IRS NUMBER: 311766429 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 225-4000 MAIL ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: Borden Chemical Foundry, Inc. DATE OF NAME CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Borden Chemical Investments, Inc. CENTRAL INDEX KEY: 0001315753 IRS NUMBER: 510370359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: PLAZA 273, SUITE 211 CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: (302) 737-6466 MAIL ADDRESS: STREET 1: PLAZA 273, SUITE 211 CITY: NEWARK STATE: DE ZIP: 19702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oilfield Technology Group, Inc CENTRAL INDEX KEY: 0001346731 IRS NUMBER: 202873694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 15115 PARK ROW STREET 2: SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 218-646-2800 MAIL ADDRESS: STREET 1: 15115 PARK ROW STREET 2: SUITE 110 CITY: HOUSTON STATE: TX ZIP: 77084 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Borden Chemical International, Inc CENTRAL INDEX KEY: 0001346732 IRS NUMBER: 202833048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 56 WEST MAIN STREET CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: 302-737-6466 MAIL ADDRESS: STREET 1: 56 WEST MAIN STREET CITY: NEWARK STATE: DE ZIP: 19702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hexion CI Holding CO (China) LLC CENTRAL INDEX KEY: 0001347225 IRS NUMBER: 203907441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-225-4000 MAIL ADDRESS: STREET 1: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 CORRESP 1 filename1.htm SEC Response Letter

HEXION U.S. FINANCE CORP.

HEXION NOVA SCOTIA FINANCE, ULC

180 East Broad Street

Columbus, Ohio 43215

May 4, 2010

BY EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549


Attention:		Pamela Long, Assistant Director
		Jessica Kane, Staff Attorney
		Craig Slivka, Special Counsel

Re:

Supplemental Letter with respect to

Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC

Registration Statement on Form S-4 (File No. 333-165773)

Dear Ladies and Gentlemen:

Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC (together, the “Issuers”) are registering the exchange offer pursuant to the Registration Statement on Form S-4 (File No. 333-165773) (the “Exchange Offer”) in reliance on the staff of the Securities and Exchange Commission’s position enunciated in Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Sherman & Sterling (available July 2, 1993). Each Issuer represents as follows:

Such Issuer has not entered into any arrangement or understanding to distribute the securities to be received in the Exchange Offer (the “New Notes”) and, to the best of such Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes.

Such Issuer will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (a) could not rely on the staff position enunciated in no-action letters issued to unrelated third parties (such as Exxon Capital Holdings Corporation (available April 13, 1988) and similar letters) and (b) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.

Such Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

Such Issuer will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes (as defined in the Exchange Offer prospectus) acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must

deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling (available July 2, 1993) in connection with any resale of such New Notes.

Such Issuer will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions:

If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it (i) has not entered into any arrangement or understanding with the Issuers or an affiliate of the Issuers to distribute the New Notes and (ii) will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer; and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.


Very truly yours, HEXION U.S. FINANCE CORP. HEXION NOVA SCOTIA FINANCE, ULC

By:		/s/ George F. Knight
		George F. Knight Vice President and Treasurer

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