in the united states bankruptcy court for the …omnimgt.com/cmsvol2/pub_47331/740207_489.pdf · 2...

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: HEXION HOLDINGS LLC, et al.,1 Debtors.

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Chapter 11 Case No. 19-10684 (KG) Jointly Administered Objection Deadline: June 13, 2019 at 4:00 p.m. (ET) Hearing Date: June 24, 2019 at 10:00 a.m. (ET)

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN SQUIRE PATTON BOGGS (US) LLP

AS SPECIAL COUNSEL NUNC PRO TUNC TO THE PETITION DATE

Hexion Holdings LLC (“Hexion”) and its affiliated debtors and debtors in

possession (collectively, the “Debtors”) respectfully submit this application (the “Application”)

for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed

Order”), authorizing the Debtors to employ and retain Squire Patton Boggs (US) LLP (“Squire”

or the “Firm”) as the Debtors’ special counsel in connection with continuing to provide the

Debtors with a range of legal services, including matters related to public policy, environmental

and product advocacy, labor and employment, immigration, data privacy and cyber security,

trade, and compliance (collectively, the “Legal Services”), in each case as requested by the

Debtors, nunc pro tunc to the Petition Date (as defined below). In support of this Application,

the Debtors respectfully represent:

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.

Case 19-10684-KG Doc 489 Filed 05/30/19 of 11

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JURISDICTION AND VENUE

1. This Court (as defined below) has jurisdiction to consider this Application

under 28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the

United States District Court for the District of Delaware, dated as of February 29, 2012. This is

a core proceeding pursuant to 28 U.S.C. § 157(b) and, under Rule 9013-1(f) of the Local Rules

of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), the Debtors consent to the entry of a final order by the Court in

connection with this Application to the extent that it is later determined that the Court, absent

consent of the parties, cannot enter final orders or judgments in connection herewith consistent

with Article III of the United States Constitution. Venue of this case and this Application in this

district is proper under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief

requested herein are sections 327(e) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014

and 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local

Rules 2014-1 and 2016-1.

BACKGROUND

2. On April 1, 2019 (the “Petition Date”), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code with the United States Bankruptcy

Court for the District of Delaware. The Debtors are authorized to operate their business and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code. On April 10, 2019, the Office of the United States Trustee for the District of


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Delaware (the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors (the

“Creditors’ Committee”). [D.I. 148]. 2

3. Additional information about the Debtors’ business, capital structure, and

the events leading up to the Petition Date are set forth in the George F. Knight’s Declaration in

Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings (the “Knight

Declaration”), filed on the Petition Date. [D.I. 3].

4. In support of this Application, the Debtors rely upon the declaration of

Karen A. Winters (the “Winters Declaration”) attached hereto as Exhibit B and the declaration

of Douglas A. Johns, Executive Vice President, General Counsel, and Corporate Secretary of the

Debtors (the “Johns Declaration”) attached hereto as Exhibit C.

RELIEF REQUESTED

5. By this Application, the Debtors request entry of an order, substantially in

the form attached hereto as Exhibit A, authorizing the retention and employment of Squire as

their special counsel in connection with continuing to provide those certain Legal Services to the

Debtors, in each case as requested by the Debtors, effective nunc pro tunc to the Petition Date.

SQUIRE’S QUALIFICATIONS

6. The Debtors received authorization from the Court to retain Latham &

Watkins LLP (“Latham”) and Richards, Layton & Finger, P.A. (“RLF”) as their general

reorganization and bankruptcy co-counsel. [D.I. 288 & 289]. The Debtors have requested that

Squire continue to represent them in connection with those certain Legal Services in the ordinary

course of business.

2 On April 24, 2019, the U.S. Trustee amended its appointment of the Creditors’ Committee to add two additional members. [See D.I. 190]. On April 29, 2019, the U.S. Trustee further amended its appointment of the Creditors’ Committee to fill a vacancy on such committee. [See D.I. 226].


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7. Squire has acquired extensive familiarity with the Debtors’ business and

affairs. Specifically, Karen A. Winters, Gregory A. Wald, Carolyn J. Buller, George N.

Grammas, Rebekah J. Poston, Karen Harbaugh, Jill Kirila, David M. Schnittger, and

Colin R. Jennings, partners or principals at Squire, together with other partners, counsel, and

associates in the Public Policy, Environmental, Safety & Health, Labor & Employment, Business

Immigration, Data Privacy & Cybersecurity, International Trade, and Regulatory & Enforcement

Departments of Squire have represented the Debtors as their outside counsel since May 5, 1998,

to perform certain of the Legal Services. Specifically, Squire has been instrumental in advising

the Debtors on a wide range of matters including, among others: (i) assisting the Debtors on

developing effective strategies to assess and navigate government policies; (ii) guiding the

Debtors through complex environmental and product advocacy matters; (iii) providing the

Debtors with insight and solutions on labor and employment matters; (iv) ensuring the Debtors’

continued adherence to immigration compliance requirements; (v) advising the Debtors on all

legal, regulatory policy, and legislative issues regarding information collection, storage, transfer,

and cybersecurity risk; (vi) advising the Debtors on global import and export compliance,

international trade policy and market access, and trade remedies/defenses; and (vii) aiding the

Debtors with regulatory compliance and antitrust and enforcement guidance. Based upon its

long history of representing the Debtors, Squire is uniquely and intimately familiar with the

Debtors’ businesses and critical matters facing many complex companies, such as government

advocacy and data privacy and cyber security, which accounts for the vast majority of Squire’s

current monthly invoices to the Debtors. Finally, Squire, through Karen A. Winters, a partner at

Squire, together with the other partners, counsel, and associates in the Public Policy,

Environmental, Safety & Health, Labor & Employment, Business Immigration, Data Privacy &


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Cybersecurity, International Trade, and Regulatory & Enforcement Departments of Squire, have

provided the Debtors with prepetition Legal Services. (See Winters Decl. ¶ 11.)

8. The Debtors submit that their continued representation by Squire remains

in the best interest of the estates and will avoid disruption of the Debtors’ business and legal

affairs. The Debtors further submit that the employment of Squire as special counsel for the

Legal Services will not be duplicative of Latham, RLF, and any other law firms retained by the

Debtors. Moreover, the Debtors submit that Squire avoided any duplication of effort with

respect to the prepetition services provided to the Debtors. Squire has indicated its willingness to

continue to serve as the Debtors’ special counsel for providing the Legal Services on the basis set

forth herein, and in the Winters Declaration, and to render the services described herein.

SERVICES TO BE PROVIDED

9. The Debtors have requested that Squire continue to render its Legal

Services during the pendency of the Debtors’ chapter 11 cases and for the foreseeable future

thereafter. Specifically, the Debtors have asked Squire to continue to perform the following

Legal Services:

a. advise and assist the Debtors with respect to administering effective government policy strategies;

b. advise and assist the Debtors with respect to the Debtors’ general business immigration needs;

c. advise and assist the Debtors on global import and export compliance;

d. advise and assist the Debtors with respect to general environmental matters;

e. advise and assist the Debtors on general labor and employment issues;

f. advise and assist the Debtors with respect to all data privacy and cyber security matters;


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g. advise and assist the Debtors with regulatory compliance and antitrust and enforcement issues; and

h. perform the full range of services normally associated with the above matters (collectively, the “Special Counsel Matters”).

10. Squire has the necessary resources and expertise to provide such services.

Furthermore, Squire is intimately familiar with the Debtors’ business and many of the legal

issues likely to arise on the matters for which it has been retained.

PROFESSIONAL COMPENSATION AND EXPENSE REIMBURSEMENT

11. The professional services of Squire are necessary to ensure that all Special

Counsel Matters are handled in a diligent and expeditious manner. Squire has informed the

Debtors that, subject to this Court’s approval, it will charge the Debtors for its legal services on

an hourly basis (and retainer arrangement for certain public policy matters and a flat monthly fee

for certain trade matters) in accordance with its ordinary and customary rates for matters of this

type in effect on the date such services are rendered, and for reimbursement of its actual and

necessary expenses incurred in connection with these cases, as set forth in the Winters

Declaration filed concurrently herewith. In the normal course of its business, Squire revises its

hourly rates annually. Squire’s billing rates currently range from $445 to $1,430 for partners,

$360 to $1,325 for counsel, $225 to $840 for associates, and $225 to $455 for para-professionals.

Squire generally adjusts its rates on an annual basis in January, and Squire intends to charge the

Debtors based on any such adjustments. Additionally, Squire intends to maintain its prepetition

practice-specific billing procedures for certain Legal Services it provides Hexion, which includes

(a) billing Hexion based on a retainer arrangement of $17,500 per month for certain public policy

matters and at flat monthly fee of $2,500 for certain trade matters and (b) billing Hexion at a

reduced billing rate for certain immigration matters.


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12. In addition to the hourly rates set forth above, Squire customarily charges

its clients for all costs and expenses incurred in connection with the client’s case. The expenses

charged to clients include, among other things, telephone and telecopier toll and other charges,

mail and express mail charges, special or hand delivery charges, document processing,

photocopying charges, charges for mailing supplies (including, without limitation, envelopes and

labels) provided by the Firm to outside copying services for use in mass mailings, travel

expenses, expenses for “working meals,” computerized research, transcription costs, as well as

non-ordinary overhead expenses approved by the client such as secretarial and other overtime.

13. As noted above, Squire has represented the Debtors for a substantial

period of time prior to the commencement of these chapter 11 cases. As set forth in the Winters

Declaration, in the year immediately preceding the Petition Date, Squire received approximately

$868,561.31 in payment of fees and expenses from the Debtors.

14. The Winters Declaration sets forth a list of payments received by Squire

during the 90 days immediately preceding the Petition Date. Other than as set forth in the

Winters Declaration, Squire did not receive any other payments from the Debtors during the 90

days immediately preceding the Petition Date.

15. Additionally, as also set forth in the Winters Declaration, prior to the

Petition Date, Squire held $88,557.25 on account, which amount is being applied to any

outstanding balances existing as of the Petition Date. According to Squire’s completed

reconciliation of the prepetition fees and expenses to be applied against the amount paid by the

Debtors, Squire plans to credit $17,500.00 of prepetition fees incurred on March 7, 2019, against

the $88,557.25 on account. If necessary, details concerning any further prepetition fee and

expense reconciliation will be included in the Firm’s first fee application for compensation.


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16. Squire has advised the Debtors that it intends to apply to the Court for

allowance of compensation for professional services rendered and reimbursement of charges,

costs, and expenses incurred during these chapter 11 cases in accordance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and guidelines and

orders of this Court. Additionally, Squire recognizes that the U.S. Trustee is charged with

reviewing applications for compensation when the U.S. Trustee deems it appropriate and that the

U.S. Trustee will utilize the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases (the “U.S. Trustee Guidelines”).

SQUIRE’S DISINTERESTEDNESS

17. As more fully set forth in the Winters Declaration, to the best of the

Debtors’ knowledge, information, and belief, except as set forth above and in the Winters

Declaration, Squire has no connection with the Debtors other than related to the Legal Services.

18. To the best of the Debtors’ knowledge, information and belief, none of

Squire or any of its attorneys is a creditor, equity security holder, or an insider of the Debtors,

except that Squire previously rendered legal services to the Debtors for which it has been

compensated.

19. To the best of the Debtors’ knowledge, information and belief, Squire

does not represent or hold any interest that is adverse to the Debtors or their estates with respect

to the Special Counsel Matters. If a conflict or potential conflict arises, Latham, RLF, or some

other professional will represent the Debtors with respect to those issues.

BASIS FOR RELIEF REQUESTED

20. The Debtors believe that it is necessary and in the best interests of their

estates and creditors to retain and employ Squire as special counsel so that Squire may continue


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to render Legal Services for the benefit of the Debtors. Where counsel has already been engaged

in a representation that is the subject of the section 327(e) application, continuing the

representation weighs in favor of a finding that the retention is in the “best interests” of the

estate. See, e.g., Stapleton v. Woodworkers Warehouse, Inc. (In re Woodworkers Warehouse,

Inc.), 323 B.R. 403, 407 (D. Del. 2005) (“[T]he purpose behind Section 327(e) . . . is to avoid the

‘unnecessary duplication of services at the expense of the estate.’”) (quoting In re DeVlieg, Inc.,

174 B.R. 497, 503 (N.D. Ill. 1994)); Meespierson Inc. v. Strategic Telecom Inc., 202 B.R. 845,

849-50 (D. Del. 1996) (recognizing “[t]he potential detriment to the debtor from removal of

existing counsel” and holding that section 327(e) requires that “the appointed attorney must have

previously represented the debtor”); In re Bowman, 181 B.R. 836, 847 (Bankr. D. Md. 1995)

(approving retention of section 327(e) special counsel and noting that where counsel is “already

familiar with the litigation . . . appointing different counsel could cause needless and wasteful

expense and delay to the estate”).

21. The Debtors believe that both the interruption and the duplicative cost in

obtaining substitute counsel to replace Squire’s unique role at this juncture would be extremely

harmful to the Debtors and their estates. If the Debtors are required to retain special counsel

other than Squire to provide the Legal Services, the Debtors, their estates, and all parties in

interest will be unduly prejudiced by the time and expense necessary to enable other counsel to

become familiar with the Debtors’ business, operations, public policy issues, immigration

procedures, data privacy and cyber security matters, trade strategy, and a myriad of other aspects,

about which Squire is already knowledgeable based on its years of service to the Debtors.

22. For the reasons set forth herein and in the Winters Declaration, the

Debtors believe that Squire’s proposed retention satisfies the four prerequisites for retention of


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special counsel under section 327(e) of the Bankruptcy Code in that: (a) the proposed retention

is for a specific purpose; (b) the proposed retention does not involve conducting the chapter 11

cases; (c) the proposed retention is in the best interests of the Debtors’ estates; and (d) the Firm

does not hold or represent any interest adverse to the Debtors or their estates with respect to the

specific matters for which retention is sought. Accordingly, the Debtors submit that it is in the

best interests of their estates and creditors for the Debtors to be authorized to retain and employ

Squire to render professional services on their behalf.

NOTICE

23. The Debtors will provide notice of this Application by facsimile, e-mail,

overnight delivery, or hand delivery to: (i) Linda J. Casey of the Office of the U.S. Trustee;

(ii) Kramer Levin Naftalis & Frankel LLP and Bayard, P.A. as co-counsel to the Creditors’

Committee; (iii) the United States Attorney’s Office for the District of Delaware; (iv) the

attorneys general for the states in which the Debtors conduct business; (v) Akin Gump Strauss

Hauer & Feld LLP as counsel to the ad hoc group of first lien noteholders; (vi) Milbank LLP as

counsel to the ad hoc group of crossover noteholders; (vii) Jones Day as counsel to the ad hoc

group of 1.5 lien noteholders; (viii) Simpson Thacher & Bartlett LLP as counsel to JPMorgan

Chase Bank, N.A. as administrative agent and collateral agent under the Debtors’ prepetition

asset-based revolving credit facility; (ix) Wilmington Trust, National Association, as trustee

under the First Lien Notes and the Second Lien Notes; (x) Arnold & Porter Kaye Scholer LLP as

counsel to Wilmington Savings Fund Society, FSB, as trustee under the 1.5 Lien Notes; (xi) The

Bank of New York Mellon, as trustee under the Borden Debentures; (xii) Simpson Thacher &

Bartlett LLP and Landis Rath & Cobb LLP as counsel to the administrative agent and collateral

agent under the Debtors’ postpetition financing facility; (xiii) the Internal Revenue Service; (xiv)


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the U.S. Securities and Exchange Commission; (xv) the Pension Benefit Guaranty Corporation;

(xvi) the Environmental Protection Agency; and (xvii) all parties that have requested notice

pursuant to Bankruptcy Rule 2002. A copy of the Application is available on the Debtors’ case

website at http://www.omnimgt.com/HexionRestructuring.

24. The Debtors submit that no other or further notice is necessary under the

circumstances.

NO PRIOR APPLICATION

25. The Debtors have not made any prior application for the relief sought in

this Application to this Court or any other Court.

The Debtors respectfully request entry of the Proposed Order granting the relief

requested in its entirety and any other relief as is just and proper.

Dated: May 30, 2019 Wilmington, Delaware

/s/ Douglas A. Johns _ Douglas A. Johns Executive Vice President, General Counsel and Corporate Secretary Hexion Holdings LLC, et al.


RLF1 21329786v.1



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Chapter 11 Case No. 19-10684 (KG) Jointly Administered Objection Deadline: June 13, 2019 at 4:00 p.m. (ET) Hearing Date: June 24, 2019 at 10:00 a.m. (ET)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on May 30, 2019, Hexion Holdings LLC and its

affiliated debtors and debtors-in-possession in the above-captioned cases (collectively,

the “Debtors”) filed the Debtors’ Application for Entry of an Order Authorizing the Debtors to

Employ and Retain Squire Patton Boggs (US) LLP as Special Counsel Nunc Pro Tunc to the

Petition Date (the “Application”) with the United States Bankruptcy Court for the District of

Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the

Application must be in writing and filed with the Clerk of the Bankruptcy Court, 824 North

Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before June 13, 2019 at 4:00 p.m.

(prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that, if any objections to the Application

are received, the Application and such objections shall be considered at a hearing before The 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.

Case 19-10684-KG Doc 489-1 Filed 05/30/19 Page 1 of 3

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Honorable Kevin Gross at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom

No. 3, Wilmington, Delaware 19801 on June 24, 2019 at 10:00 a.m. (prevailing Eastern

Time).

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN

ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT

THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE

OR HEARING.


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Dated: May 30, 2019 Wilmington, Delaware /s/ Sarah E. Silveira

Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brendan J. Schlauch (No. 6115) Sarah E. Silveira (No. 6580) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Fax: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] [email protected] - and - George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Hugh Murtagh (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: [email protected] [email protected] [email protected] - and - Caroline A. Reckler (admitted pro hac vice) Jason B. Gott (admitted pro hac vice) LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: [email protected] [email protected]

Attorneys for the Debtors and Debtors in Possession


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Exhibit A

Proposed Order


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Chapter 11 Case No. 19-10684 (KG) (Jointly Administered)

ORDER AUTHORIZING DEBTORS TO EMPLOY AND RETAIN SQUIRE PATTON BOGGS (US) LLP AS

SPECIAL COUNSEL NUNC PRO TUNC TO THE PETITION DATE

Upon the Debtors’ application (the “Application”)2 for entry of an order (this

“Order”) under sections 327(e) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and

2016(a), and Local Rules 2014-1, 2016-1, and 2016-2, authorizing the employment and retention

Squire Patton Boggs (US) LLP (“Squire”) as the Debtors’ special counsel to continue providing

Legal Services for the Debtors, effective nunc pro tunc to the Petition Date; and upon the

declaration of Karen A. Winters; and due and sufficient notice of the Application having been

provided under the particular circumstances, and it appearing that no other or further notice need

be provided; and the Court having jurisdiction to consider the Application and the relief

requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the District of Delaware, dated

February 29, 2012; and it appearing that the relief requested is in the best interest of the Debtors’

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215. 2 Capitalized terms used but not defined in this Order shall have the meanings ascribed to them in the Application.


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estates, their creditors, and other parties in interest; and consideration of the Application and the

relief requested therein being a core proceeding under 28 U.S.C. §157(b)(2); and this Court

having authority to enter a final order consistent with Article III of the United States

Constitution; and venue being proper before this Court under 28 U.S.C. §§ 1408 and 1409; and a

hearing having been scheduled and, to the extent necessary, held to consider the relief requested

in the Application (the “Hearing”); and upon the Knight Declaration; and the record of the

Hearing and all the proceedings before the Court; and the Court having found and determined the

relief requested in the Application is necessary to avoid immediate and irreparable harm to the

Debtors and their estates, as contemplated by Bankruptcy Rule 6003, and such relief to be in the

best interests of the Debtors, their estates and creditors, and any parties in interest; and the Court

having found that Squire is a “disinterested person” as such term is defined under section

101(14), as supplemented by section 1107(b), of the Bankruptcy Code; and the legal and factual

bases set forth in the Application and at the Hearing (if any was held) having established just

cause for the relief granted herein; and it appearing that Squire neither holds nor represents any

interest adverse to the Debtors or their estates with respect to the specific matters on which

Squire is to be retained; and after due deliberation thereon and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. All objections to entry of this Order, to the extent not withdrawn or

settled, are overruled.

3. The Debtors are authorized to retain and employ Squire as their special

counsel to continue providing Legal Services to the Debtors pursuant to sections 327(e) and


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328(a) of the Bankruptcy Code on the terms set forth in the Application and the Winters

Declaration, nunc pro tunc to the Petition Date.

4. Squire shall be compensated in accordance with the procedures set forth

in the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and

any applicable orders of this Court.

5. In the event of any inconsistency between the terms of the Application, the

Winters Declaration, and this Order, the terms of this Order shall govern.

6. The Debtors and Squire are authorized to take all actions necessary or

appropriate to implement the relief granted in this Order.

7. Notwithstanding any provision in the Bankruptcy Rules to the contrary,

this Order shall be immediately effective and enforceable upon its entry.

8. This Court retains exclusive jurisdiction with respect to all matters arising

from or related to the implementation, interpretation, and enforcement of this Order.


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Exhibit B

Winters Declaration


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x : : : : : x


DECLARATION OF KAREN A. WINTERS IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING

THE DEBTORS TO EMPLOY AND RETAIN SQUIRE PATTON BOGGS (US) LLP AS SPECIAL COUNSEL NUNC PRO TUNC TO THE PETITION DATE

I, KAREN A. WINTERS, hereby declare under penalty of perjury:

1. I am a partner in the firm of Squire Patton Boggs (US) LLP (“Squire” or

the “Firm”), 2000 Huntington Center, 41 S High Street, Columbus, Ohio 43215, and I am duly

admitted to practice law in the State of Ohio. I submit this affidavit in support of the Debtors’

Application for Entry of an Order Authorizing the Debtors to Employ and Retain Squire Patton

Boggs (US) LLP as Special Counsel Nunc Pro Tunc to the Petition Date (the “Application”), as

well as to provide the disclosure required under Bankruptcy Rules 2014 and 2016. Unless

otherwise stated in this declaration, I have personal knowledge of the facts set forth herein.

Capitalized terms used and not defined herein shall have the meanings ascribed to them in the

Application.



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Services to be Rendered by Squire

2. I have been advised by the Debtors that they wish to retain and employ

Squire as their special counsel to continue providing the Debtors with those certain Legal

Services, in each case as requested by the Debtors. Specifically, the Debtors have asked Squire

to continue performing the following Legal Services:

a. advise and assist the Debtors with respect to administering effective government policy strategies;

b. advise and assist the Debtors with respect to the Debtors’ general business immigration needs;

c. advise and assist the Debtors on global import and export compliance;

d. advise and assist the Debtors with respect to general environmental matters;

e. advise and assist the Debtors on general labor and employment issues;

f. advise and assist the Debtors with respect to all data privacy and cyber security matters;

g. advise and assist the Debtors with regulatory compliance and antitrust and enforcement issues; and

h. perform the full range of services normally associated with the above matters (collectively, the “Special Counsel Matters”).

3. In its capacity as special counsel to the Debtors, Squire will make every

effort to minimize duplication of its work with the Debtors’ other professionals, including

Latham and RLF as reorganization and bankruptcy co-counsel, and the Debtors’ ordinary course

professionals. Indeed, Squire avoided any duplication of effort with respect to the prepetition

services provided to the Debtors.

Payment of Squire’s Fees and Expenses

4. Squire understands that it will be required to apply to the Court for

allowance of compensation for professional services rendered and reimbursement of expenses


3 RLF1 21329418v.1

incurred in and during these chapter 11 cases in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court. Squire will

comply in all respects with the applicable requirements for fees and expenses incurred on or after

the Petition Date. Additionally, Squire recognizes that the U.S. Trustee is charged with

reviewing applications for compensation when the U.S. Trustee deems it appropriate and that the

U.S. Trustee will utilize the U.S. Trustee Guidelines.

5. Subject to the Court’s approval, Squire will charge the Debtors for its

Legal Services on an hourly basis (and retainer arrangement for certain public policy matters and

a flat monthly fee for certain trade matters) in accordance with its ordinary and customary rates

for matters of this type in effect on the date such services are rendered, and for reimbursement of

all costs and expenses incurred in connection with these cases. Squire’s billing rates currently

range from $445 to $1,430 for partners, $360 to $1,325 for counsel, $225 to $840 for associates,

and $225 to $455 for para-professionals. Squire generally adjusts its rates on an annual basis in

January, and Squire intends to charge the Debtors based on any such adjustments. Additionally,

Squire intends to maintain its prepetition practice-specific billing procedures for certain Legal

Services it provides Hexion, which includes (a) billing Hexion based on a retainer arrangement

of $17,500 per month for certain public policy matters and at flat monthly fee of $2,500 for

certain trade matters and (b) billing Hexion at a reduced billing rate for certain immigration

matters.

6. In addition to the hourly rates and alternative arrangements set forth

above, Squire customarily charges its clients for all costs and expenses incurred in connection

with the client’s case. The expenses charged to clients include, among other things, telephone

and telecopier toll and other charges, mail and express mail charges, special or hand delivery


4 RLF1 21329418v.1

charges, document processing, photocopying charges, charges for mailing supplies (including,

without limitation, envelopes and labels) provided by the Firm to outside copying services for

use in mass mailings, travel expenses, expenses for “working meals,” computerized research, and

transcription costs, as well as non-ordinary overhead expenses approved by the client such as

secretarial and other overtime.

7. Consistent with the U.S. Trustee Guidelines, I provide the following

information:

Squire has not agreed to a variation of its standard or customary billing arrangements for continuing to provide Legal Services to the Debtors during their chapter 11 cases.

None of Squire’s professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases.

Squire began representing the Debtors on May 5, 1998, to provide general immigration services. Then in 2004, Squire continued to expand their general outside counsel role to eventually encompass providing the Debtors with all of the Legal Services. Except as noted above, the billing rates and material financial terms in connection with such representation have not changed postpetition other than due to annual and customary firmwide adjustments to Squire’s hourly rates in the ordinary course of Squire’s business.

If deemed necessary, the Debtors and Squire will develop a prospective budget and staffing plan for Squire’s engagement to reasonably comply with the U.S. Trustee’s requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget, as applicable, may be amended as necessary to reflect changed or unanticipated developments.

Prepetition Payments

8. Squire represents the Debtors as their general outside counsel for certain

Legal Services. In that capacity, in the year prior to the Petition Date, Squire received a total of

$868,561.31 in fees and expenses from the Debtors, $665,335.65 of which was received during


5 RLF1 21329418v.1

the 90 days immediately preceding the Petition Date. The breakdown of payments received by

Squire in the year prior to the Petition Date is as follows:

Date Received Amount of Payment

April 5, 2018 $26,977.90 April 16, 2018 $15,000.00 April 23, 2018 $2,995.00 May 7, 2018 $2,500.00 May 21, 2018 $15,000.00 June 4, 2018 $19,385.67 June 11, 2018 $2,500.00 June 18, 2018 $1,314.00 July 5, 2018 $27,118.67 July 23, 2018 $2,500.00 July 30, 2018 $396.00 August 13, 2018 $2,500.00 August 25, 2018 $7,085.90 August 27, 2018 $14,599.20 September 10, 2018 $2,500.00 October 4, 2018 $8,162.12 October 15, 2018 $13,756.72 October 22, 2018 $28,004.88 November 19, 2018 $2,500.00 December 3, 2018 $5,929.60 December 10, 2018 $2,500.00 January 7, 2019 $1,560.00 January 7, 2019 $10,235.60 January 22, 2019 $1,833.90 February 11, 2019 $21,933.70 February 19, 2019 $183.00 March 4, 2019 $15,103.44 March 11, 2019 $17,500.00 March 27, 2019 $265,962.89 March 28, 2019 $331,023.12

9. In addition, prior to the Petition Date, Squire held $88,557.25 on account,

which amount is being applied to any outstanding balances existing as of the Petition Date.

According to Squire’s completed reconciliation of the prepetition fees and expenses to be applied

against the amount paid by the Debtors, Squire plans to credit $17,500.00 of prepetition fees

incurred on March 7, 2019, against the $88,557.25 on account. If necessary, details concerning

any further prepetition fee and expense reconciliation will be included in the Firm’s first fee

application for compensation.


6 RLF1 21329418v.1

Squire’s Connection with the Debtors

10. Since 1998, Squire began to provide extensive Legal Services and other

professional services for the Debtors. Squire has represented the Debtors as their outside counsel

with respect to those certain Legal Services, working closely with and advising the Debtors in

connection with a wide range of issues, including matters related to public policy, environmental

and product advocacy, labor and employment, immigration, data privacy and cyber security,

trade, and compliance.

11. If authorized to do so by this Court, Squire will continue to act as special

counsel for the Debtors, advising the Debtors with respect to the Special Counsel Matters.

Squire’s Connections with Parties in these Chapter 11 Cases

12. To confirm that Squire did not have a prior representation that precluded

its continued representation of the Debtors with respect to the matters upon which it is being

employed, I caused Squire attorneys under my supervision to conduct the following review of

potential connections and relationships between Squire and the following categories of parties

(as provided to Squire by Latham, the Debtors’ general bankruptcy counsel):

Debtors, Subsidiaries, and Affiliated Entities;

Non-Debtor Entities;

Affiliates and JVs;

Utilities; and

Government Authorities.

The names of these parties (each a “Search Party” and collectively, the “Search

Parties”) were provided to Squire by Latham and are listed on Schedule 1 to this Declaration.


7 RLF1 21329418v.1

13. There are several reasons why I did not cause a review of the entire

conflicts search list. Pursuant to the Order Authorizing Employment and Payment of

Professionals Utilized in the Ordinary Course of Business [Docket No. 286] (the “OCP

Order”), although Squire is listed as an ordinary course professional, its monthly fees and

expenses may only be reimbursed up to $75,000. Squire has continued to provide postpetition

services to the Debtors in the ordinary course, and for the April 2019 billing period earned

$146,457.99 in fees and expenses on account of its Legal Services to the Debtors. Squire’s April

2019 invoice is nearly double the amount permitted to be paid by the Debtors pursuant to the

OCP Order. As an ordinary course professional providing legal services unrelated to these

proceedings, primarily government advocacy/regulatory services and data privacy & cyber

security, Squire tailored its conflict search to only include categories related to its representation

of the Debtors.

14. In addition to the limited scope of Squire’s Legal Services, and how such

Legal Services are unrelated to these chapter 11 cases, upon Squire’s analysis of Bankruptcy

Code section 327(e), Squire does not need to be “disinterested” to continue providing Legal

Services, but rather must only confirm that it “does not represent or hold any interest adverse to

the debtor or to the estate with respect to the matter on which such attorney is to be employed.”2

With this standard in mind, Squire analyzed those conflict categories related to “the matters”

under which Squire is employed by the Debtor. Furthermore, notwithstanding these chapter 11

proceedings, as a client of the Firm, Squire consistently analyzes potential conflicts to ensure that

it may continue to adequately provide its Legal Services for the Debtors.

15. Squire presented its conflict search strategy and the basis for its position

to Latham and the U.S. Trustee before filing the Application. As of the date of filing the 2 11 U.S.C. § 327(e).


8 RLF1 21329418v.1

Application, Squire has not received any informal objections to its conflict search strategy due to

the specific non-bankruptcy related Legal Services being provided by Squire.

16. Therefore, for the reasons stated above, I did not cause Squire attorneys

under my supervision to conduct a review of potential connections and relationship between

Squire and the following categories of parties (as provided to Squire by Latham):

Current & Former Directors and Officers;

Major Equity Holders;

Trustees & Agents;

Insurers and Beneficiaries of any Guarantees or Performance Bonds;

Landlords;

Current and Former Bondholders;

Current and Former ABL Lenders;

Litigants;

Professionals;

Customers;

Largest Unsecured Vendors;

United States Bankruptcy Judges in the District of Delaware;

United States Trustees for the District of Delaware;

Ordinary Course Professionals;

Banks;

Top 30 Unsecured Creditors;

Letters of Credit;

Surety Bonds;


9 RLF1 21329418v.1

Unions; and

Certain Other Applicable Parties-In-Interest.

17. Based upon a review of the foregoing information, Squire, and the

partners, counsel, and associates of Squire presently represent, may have represented in the past,

and may represent in the future, certain of the Search Parties (or affiliates of the Search Parties)

that are claimants of and/or interest holders in the Debtors, and/or are parties in interest in these

cases, in matters wholly unrelated to these chapter 11 cases. To the best of my knowledge, all

such entities and the nature of Squire’s representation of, or connections to, such entities are set

forth on Schedule 2 to this Declaration.

18. The records upon which the above-described investigation is based are

maintained by Squire in the ordinary course of business and are believed to be accurate. In the

event I become aware hereafter of the identity of additional parties in interest with whom Squire

has, or had a relationship previously, such that anything herein is not accurate, I will immediately

apprise the Court.

19. With respect to the foregoing representations, and any other representation

set forth on Schedule 2, these representations will not affect Squire’s representation of the

Debtors in the specific matters set forth in the Application. If a conflict or potential conflict

arises, Latham or some other professional will represent the Debtors with respect to those issues.

20. To the best of my knowledge, Squire does not hold or represent an interest

adverse to the Debtors or their respective estates in the matters for which Squire is proposed to

be retained.

21. Squire further states that it has not shared, nor agreed to share (a) any

compensation it has received or may receive with another party or person, other than with the


10 RLF1 21329418v.1

partners, counsel, and associates of Squire, and other employees generally retained by Squire in

the ordinary course of business that have not been specifically retained to provide certain Legal

Services for the Debtors; or (b) any compensation paid by the Debtors to any other person or

party in these chapter 11 cases.

I hereby declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct. Executed this 30th day of May 2019.

/s/ Karen A. Winters _ Karen A. Winters Partner

SQUIRE PATTON BOGGS (US) LLP Address: 2000 Huntington Center 41 South High St.

Columbus, Ohio 43215 Telephone: (614) 365-2700 Facsimile: (614) 365-2499 Email: [email protected]


RLF1 21329418v.1

Schedule 1

List of Search Parties


RLF1 21329418v.1

(a) Debtors, Subsidiaries and Affiliated Entities

Hexion Holdings LLC Hexion LLC Hexion Inc. Hexion Investments Inc. Hexion HSM Holdings LLC Lawter International Inc. Hexion International Inc. Hexion CI Holding Company (China) LLC Hexion Deer Park LLC

Hexion VAD LLC NL Coop Holdings LLC Hexion Nimbus Inc. Hexion Nimbus Asset Holdings LLC Cuban-American Mercantile Corporation North American Sugar Industries Incorporated The West India Company Hexion 2 U.S. Finance Corp. Hexion Nova Scotia Finance, ULC

(b) Non-Debtor Entities Hexion Canada Inc Hexion B.V. Hexion UK Limited Borden Chemical UK Limited Hexion GmbH Hexion Holding B.V. Resolution Research Nederland B.V. [Hexion Leuna GmbH & Co Kg]1

Hexion Europe B.V. Hexion Stanlow Limited Combined Composite Technologies Limited Borden International Holdings Limited Hexion IAR Holdings (HK) Limited Tianjin Hexion Specialty Chemicals Co., Ltd. Schekinoazot (Russia Rep Office) Hexion Shanxi Holdings Limited Hexion SARL Hexion Quimica S.A. Hexion Quimica S.A. [Colombia Branch] Hexion Holding Germany GmbH Hexion Holdings (China) Limited Hexion UV Coatings (Shanghai) Limited Hexion International Coöperatief U.A. Hexion International Holdings B.V. Hexion Specialty Chemicals Lda. Borden Chemical Holdings (Panama) S.A. Quimica Borden Argentina S.A. Borden Chemical Resinas, Panama, S.R.L. Hexion Quimica do Brasil Ltda. Danlinvest Holdings Ltda. Hexion Industria e Comercio de Epoxi Ltda. Hexion Quimica Uruguay S.A. Hexion Ontario Inc.

1 Entity name TBD.

Hexion Pty Ltd Hexion (N.Z.) Limited Hexion UK Holding Limited Borden Luxembourg S.a r.l. Borden Chemical Finance Limited Hexion UK Limited, Dutch Branch Hexion Australia General Partner Pty Ltd Hexion Australia Finance Pty Ltd Hexion Technology (Shanghai) Co., Ltd. Hexion Germany GmbH InfraTec Duisburg GmbH Hexion Korea Company Limited Hexion Oy Hexion Stuttgart GmbH Hexion Specialty Chemicals Iberica S.A. Hexion Italia S.r.l. Hexion Pernis Lease B.V. Dubai Rep Office of Hexion B.V. Hexion VAD B.V. Hexion Moerdijk Lease B.V. Hexion (Caojing) Limited Hexion Management (Shanghai) Co., Ltd. Hexion New Materials (Shanghai) Co., Ltd. Hexion Research Belgium SA Hexion Chemicals India Private Limited PT Hexion Lestari Nusantara Hexion Specialty Chemicals Barbastro S.A. Hexion Shchekinoazot OOO Hexion Singapore Pte. Ltd. Singapore (Japan Branch Office) Singapore (Taiwan Rep Office) Momentive Union Specialty Chemicals Limited Zhenjiang Momentive Union Specialty Chemicals Ltd.


2 RLF1 21329418v.1

(c) Affiliates and JVs MicroBlend Colombia S.A.S. Sanwei Hexion Company Limited Momentive UV Coatings (Shanghai) Co. Ltd. Hexion Brazil Coöperatief U.A. Hexion Australia Pty Ltd. Hexion Australia Limited Partnership Liimaniemen Sahkoliittyma Oy Servicios Factoria Barbastro, S.A. Hexion Shchekinoazot Holding B.V. Azucar Holdings, LLC Borden Holdings, LLC

(d) Current & Former Directors and Officers George Ferry Knight III Mark D. Bidstrup Douglas A. Johns Craig A. Rogerson Joseph P. Bevilaqua Geoffrey A. Manna Marvin O. Schlanger Robert Kalsow-Ramos Samuel Feinstein Scott M. Kleinman William Joyce Lee C. Stewart John P. Auletto Paul Barletta Matthew Sokol Nathan E. Fisher

(e) Major Equity Holders AIF Hexion Holdings, LP AP Momentive Holdings, LLC Apollo Investment Fund VI, L.P. AIF Hexion Holdings II, L.P. ASF Radio, L.P. Geoffrey A. Manna Scott M. Kleinman Samuel Feinstein William H. Joyce Robert Kalsow-Ramos Jonathan D. Rich Marvin O. Schlanger Craig A. Rogerson George F. Knight


3 RLF1 21329418v.1

Joseph P. Bevilaqua Nathan E. Fisher Douglas A. Johns Craig O. Morrison Kevin W. McGuire

(f) Trustees & Agents Wilmington Trust, National Association Wilmington Trust Company BNY Mellon Corporate Trust Wilmington Savings Fund Society, FSB JPMorgan Chase Bank, N.A. JPMorgan Europe Limited

(g) Insurers and Beneficiaries of any Guarantees or Performance Bonds

StarrTech/ACE Lloyds Affiliated FM Global Ins. Co. Navigators Ins. Co. "Navigators Ins. Co. (50% p/o 100%); XL (50% p/o 100%)" AIU WorldRisk (Ins. Co. of the State of PA) AIG Aviation (Commerce & Industry) Self-Insured Zurich American Insurance Co. Zurich American Insurance Co. Lexington (London) AIRCO Everest (London) CV Starr CV Starr (Bda) Scor Scor Channel Ltd Arch Bermuda Argo UK XL Catlin/Apollo/Chaucer Magna Carta Chubb (Bda) Chubb ACE American Insurance Company James River Insurance Company

Federal Ins. Co. (Chubb) National Union Fire Ins. Co. of Pittsburgh (AIG) Zurich American Insurance Company Axis Insurance Co. XL Specialty Ins. Co. QBE Insurance Corporation Freedom Specialty (Nationwide) ACE American Ins. Co. (Chubb) Illinois National Insurance Co (AIG) Axis Ins. Co. Indian Harbor Insurance Company Beazley Insurance Co. Landmark American Insurance Company Navigators Insurance Company AIG Aviation (Commerce & Industry) Zurich American Insurance Company Zurich American Insurance Company Self-Insured Zurich American Insurance Company Federal Ins. Co. (Chubb) National Union Fire Ins. Co. of Pittsburgh (AIG) National Union Fire Ins. Co. of Pittsburgh (AIG) Federal Ins. Co. (Chubb) Aon Risk Services Northeast Inc Aon Premium Finance LLC

(h) Landlords 180 East Broad LLC Caddo-Bossier Parishes Port Commission CBC Holdings LP

New Park Row Center Ltd. Covestro LLC


4 RLF1 21329418v.1

Expedient Communications LLC (Continental Broadband Pennsylvania LLC) Flournoy-Calhoun Realtors Island Park Development, LLC Leveque Tower Master Tenant LLC Lvp 100 James LLC Meidinger Building Owner LLC

Monsanto Co New Park Row Center Ltd. Norfolk Southern Corp Shell Chemical LP Shell Chemical LP Tait Radio Communications

(i) Current and Former Bondholders Aberdeen Standard Investments (U.S.) Aegon USA Investment Management, LLC AllianceBernstein, L.P. (U.S.) Altrius Capital Management, Inc. American Century Investment Management, Inc. Amundi Pioneer Asset Management, Inc. Arrowgrass Capital Partners (U.S.), L.P. Avenue Capital Management II, L.P. Bank of America Merrill Lynch Proprietary Trading Bank of Montreal Barclays Capital, Inc. Beach Point Capital Management, L.P. Benefit Street Partners, LLC BlackRock Advisors, LLC Blackstone Group L.P. BMO Asset Management, Inc. BNY Mellon Asset Management North America Corporation Boothbay Fund Management, LLC Brigade Capital Management, L.P. California State Teachers Retirement System Capital Research & Management Company (U.S.) Cedarview Capital Management, L.P. Citigroup Global Markets, Inc. Clark Capital Management Group, Inc. Clearstream Bank CQS (UK), LLP Credit Suisse Securities (USA), LLC Croatian Fraternal Union of America Cyrus Capital Partners, L.P. (U.S.) Davidson Kempner Capital Management, L.P. DBX Advisors, LLC DoubleLine Capital, L.P. DWS Investment Management Americas, Inc. Eaton Vance Management ED&F Man Capital Markets, Inc. Elliott Management Corporation Euroclear Bank Federated Investment Management Company

Fidelity Management & Research Company First Trust Advisors, L.P. Garland Business Corporation Geode Capital Management, LLC Global Credit Advisers, LLC GoldenTree Asset Management, L.P. (U.S.) Goldman Sachs Asset Management, L.P. (U.S.) GSO / Blackstone Debt Funds Management, LLC Hotchkis and Wiley Capital Management, LLC HSBC Securities (USA), Inc. Invesco Advisers, Inc. J.P. Morgan Investment Management, Inc. J.P. Morgan Securities, LLC Kingdon Capital Management, LLC KLS Diversified Asset Management, L.P. Latigo Partners, L.P. Loomis Sayles & Company, L.P. MAK Capital One, LLC Morgan Stanley Investment Management Inc. National Farm Life Insurance Company Nestor Investment Management SA Newfleet Asset Management, LLC NNIP Advisors B.V. Nomura Corporate Research and Asset Management, Inc. (U.S.) Nomura Securities International, Inc. Northern Trust Investments, Inc. Nuveen Asset Management, LLC O'Brien-Staley Partners OppenheimerFunds, Inc P. Schoenfeld Asset Management, L.P. Pacific Income Advisers, Inc. Pacific Life Fund Advisors, LLC Peritus I Asset Management, LLC PFA Asset Management A/S PGGM Vermogensbeheer B.V. PGIM, Inc. Phoenix Investment Adviser, LLC PIMCO - Pacific Investment Management Company


5 RLF1 21329418v.1

PineBridge Investments, LLC PPM America, Inc. Principal Global Investors, LLC Protective Life Corporation (Asset Management) RBC Capital Markets, LLC RBC Dominion Securities, Inc. Ryan Labs Asset Management, Inc. SEB Investment Management AB Semper Capital Management, L.P. SG Americas Securities, LLC Silver Rock Financial, LLC Sound Point Capital Management, L.P. South Dakota Investment Council Southern Financial Life Insurance Company

“Southpaw Asset Management, L.P.” State Street Global Advisors (SSgA) Thrivent Asset Management, LLC UBS Asset Management (Americas) Inc. UBS Securities, LLC (U.S.) USAA Asset Management Company Voya Investment Management, LLC Water Island Capital, LLC Wells Capital Management, Inc. Wells Fargo Securities, LLC Williamson Interests L.P. Wolverine Asset Management, LLC York Capital Management Global Advisors, LLC

(j) Current and Former ABL Lenders JPMorgan Chase Bank, N.A. Citibank, N.A. Bank of America, N.A. Citizens Bank of Pennsylvania Credit Suisse AG, Cayman Islands Branch

Deutsche Bank AG New York Branch Goldman Sachs Bank USA Siemens Financial Services, Inc. Wells Fargo Bank, National Association

(k) Litigants

Edgar A. Aaron Albert T. Abadie Lucien Abba Willard Abbott C. Edward Abreo Winston A. Achee Milburn Achord Roger D. Acosta, Sr. Quincy L. Adams Jr. Ulysses Albritton Earl Allert, Sr. Alva W. Anding, Jr. Daniel R. Annison Wayne R. Archer Roland E. and Karla Arnold Everlena C. Armstead Boyd Y. Ashford Henry Avara Ivy Babin, Sr. Danny K. Bailey Otis M. Baker, Sr. Edward F. Bannon Robert H. Barker, Sr. Gary Batiste

Jocelyn Bell Curvin J. Berthelot Dudley J. Berthelot Charles P. Bilquist Don J. Boe James E. Boyette Garvice E. Branch Larry Bill Brewer Dale J. Brignac Charles R. Brister Earl Brown Bryce Brunett Joseph A. Bryson Jr. Johnny Ray Burton Whitney G. Carmon Charles C. Casanova Russell J. Cavalier Robert L. Cook, Sr. Beverly L. Cooper Certice Corley, Jr. Patrick A. Cote James Courville Nelcome J. Courville Lennie Couvillion


6 RLF1 21329418v.1

Curtis W. Daniels Marvin L. Davis Jerry W. DeGraw Donald Dieterich Emerson W. Dougherty Hershal Durand Scott H. Dyess Dolores Easley Sharon Davis Faulk Willie Finister Ettie Franks Carl C. Fultz, Jr. Salvadore M. Genusa Jessie Gilbert Russell K. Graham Theodore Graham Mary Lee Granade Carl Grotton Manetta Guidry Margie Bloune Guy Charles E. Harris Charles L. Harris Ernest Hart N.E. Hatchell Ronald Hawkins Paul Hernandez Carl Herring Warren D. Hotard Ellie Lee Hubbs Iola David Huffstetler Ray V. James Charles H. Johnson Memphis Johnson Nathan Johnson Clifton Joseph Emerson D. Kelley, Sr. Jewel C. Kelley, Sr. Person L. Kelson, Sr. Connie Lamons Sheila Lewis Ruby H. Loflin Andre Lomas Edgar Martin Melvin Martin Myer Jerome Martin Whitney Maurice Irma McAllister Calvin McKenzie Paul Dean McPherson Harold S. McQueen, Jr. Penny M. Mejido

James R. Mire Lydia H. Moreau Alfred Morgan Vivian Nichols James E. Noble James Oliver William Mack Ory Charles David Oswald, Sr. William D. Perkins Lula Dixon Picard Anthony J. Politz Johnnie C. Prestridge, Jr. Kathy Ramirez Ida B. Randall Arthur R. Reinninger Robert L. Richard Richard L. Ridings, Sr. Fredrick L. Roberts Marvin L. Roy Herbert J. Schneider, Sr. Johnny Shaffett Ralph V. Sibley Herman Simon Dorothy Smith Henry Spann Charles Steib Walton L. Stevens, Sr. Reggie Harvey Sullivan, Jr. Joseph Thibodeaux Thurmond U. Thompson, Jr. Jesse Ray Watts Bruce Weaver Jr. Inez S. Woo Guss Young John Brandt & Bonnie Brandt Robert Fahlbeck and Susan Fahlbeck Mazzoli Anthony John McLavy Nancy L. Wilcox Jane Schwartz Edward M. Sullivan and Veronica Sullivan Susi Lawrence Richard P. Wald Gary E. Waldheim David L. Willemssen Gay L. Henderson Robert Arseneau, Jr. Valerie Austin Nicole Baxter Louise Beecham Curtis D Benjamin


7 RLF1 21329418v.1

Richard Allen Benjamin Mary Bentley Geraldine Nixon Tamara Blum and Alan Bennett Terry Bodiford and Carolyn Bodiford Geraldine Bourgeois Robert D. Bowman Connie Melvin Sandra K. Brown Larry C. Brown and Shirlene Brown Barbara J. Bryan Traci Phillips Judite Chagas Michelle Chapman Phyllis Coatney Soldoina Crespo Mary Hutchinson Cribb Duamel Vellon Sammy Davis Douglas R. Day Laura De La Cruz Ryan, Robin, and Dusty Decker David J. Delatte Daniel Deneen Richard Dore Ruth Durrett Cynthia Eagle Eric Hansen Jack English Michael Eskut Jerry Evans Michael Farrell Linda Joseph Nora Adele Ferrell and Roy Ferrell Rina Ferrera-Reid Edward T Finazzo Johnnie and Phyllis Findley Michael Fleming Pamela P. Fode Joseph W. Foys and Gladys Foy Linda Fusilier Kathleen and Robert Garrison Gladys J. Garrison et al Stanley Geisler Billy Godfrey Salvador S. Gonzalez Tina C. Graham Dale W. Greer Charles and Myra Hammonds Linda Waterrose Barbara Harames

Donald and Clara Harkreader Bonnie Harris William Harris, Jr. Victoria Dunkeson Frances and Steven Hearn Jacquie Hebert Wayne Higbee and Bonita Sisto-Higbee Alfred James Summers Charles Hester Janice Hickman and Walter Hickman Douglas Curry, Jr. John Hollingshead Terri M. Deneen Charles R Hope Arra Jackson Peter Jacoby and Jean Jacoby Sheryl Johnston Clifton Johnson and Edna Johnson Toni R Code-Jones Cecelia and Thomas Jones Dorothy Kappers Dennis Kastner Jared S. Kavolchyck Joanne Kelsch Ferdinand Kirshberger and Marilyn Kirshberber John and Sheila Kraus William Kreuger William R. Laas Thelma Robinson-Lane Candace LaPlante William E. Levert Penny D. Greene Ernie L. Lewis Melody and Robert Lewis Brenda and McGhee Lewis Wendy Liedtke Jane Lindstrom Arlene Linstrom Rebecca Lopez Bobbie Bishop Yvonne Mallett Val D and Carol S. Manning Janis Manns Valli Mark Bethany Diffenderfer Mary Lou Mauney Willie F. McCain Lauren M Smith Cathy Metcalf Cathy A. Miller Barbara Anderson


8 RLF1 21329418v.1

Melvin E. Martin, Jr. Stephen Martin Pauline Moses Gloria and Dan Moyle Richard M. Morris Thomas and Michael Mulcahey Samuel Murphy and Cindy Murphy John Musacchio David D. Nash Emma R. Nelson Sylvia Mari Lewis Mary Mason Matthew and Atasha Newton Ernest and Judith Nott Ashley E. O'Reilly Maria Del Refugio Ortiz and Laura Gonzalez Marcia Cremeans Tony Park Fred Pope Tommy L. Perkins David Perry Ronald Pflueger Carole D. Christensen Saundra Poe Thomas Pry Robert and Patsy Pullium Doris Reams Linda Medlen David and Nancy Roach Willie Lockhart Addy Rogers Ruth Rutten et al Carl Saban June Sabat Georgia Sammons Wendy Williamson Jo Scaggs Kenneth and Laurie Seager Louis A. and Marilyn J. Serapiglia Debra Johnson Kennrth Slover Betty Smith Carol Soltys et al Dirk D. Spence Robert Hicks Richard D. Scott Cheryl Stroh Robert Suter Dianne Sydney Carol and Richard Taggart Dorothy Lee Thomas

Judy Thomas Patricia Stitcher Vickie Trammell Edgar Turney Beverly Ann Troxler Dixion David Vassar et al Beverly Veley Ruby Crayton-Washington, et al Velvet Hinson Douglas Weaver Lazelle Weda Michael Whitman Julian Williams Patricia J. Wood Angela Woodcock William S. Fox Betty Smith Gary W. and Janet R. Stimson Donald Ponder Billy Cox DSM Desotech, Inc., and DSM I.P. Assets B.V. v. Momentive Specialty Chemicals Inc., and Momentive UV Coatings (Shanghai) Co., LTD Harima Tax Indemnification Claim against Hexion Inc. Shelia D. Keenum, Individually and as Personal Representative of the Estate of Wendell J Keenum v. E.I. du Pont de Nemours and Company, et al LP Tomahawk Product Contamination Claim Mektech Composites, Inc. v. Capital Resins Corporation, et al Tender of Defense to Hexion for Certain Property Damage Claims made by MultiCoat Corporation against P.T. Hutchins Company Angeles Chemical Company Inc., et al. v. Omega Chemical PRP Group LLC, et al.(2) Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al.(2) E. Jane Price, Individually and as Executrix of the Estate of Robert G. Price v. Sistersville Tank Works, Inc., et al PVS Chloralkali, Inc. v. Hexion Inc. Trinity Industries Leasing Company v. Hexion Inc. Kenneth Vian v. Plastic Engineering Company, et al Robert L. Huval v. 3M Company, et al Shannon Franco, et al v. Cornet Industries, Inc., Onodo Chemical Industry Co Ltd, Mitsui & Co Ltd, Mitsui & Co USA Inc., Borden Co, Borden


9 RLF1 21329418v.1

Chemical Inc., Momentive Specialty Chemicals Inc., Florida Crushed Stone Co. Amy Grandberry - EEOC

(l) Professionals AlixPartners LLP Latham & Watkins LLP Moelis & Company PricewaterhouseCoopers LLP Ernst & Young LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Jones Day Milbank LLP Akin Gump Strauss Hauer & Feld, LLP Evercore Group L.L.C. Houlihan Lokey

(m) Customers 3M Company Aeris Ind. E Com. De Equip. Ahlstrom Engine Filtration LLC Akzo Nobel Inc Allnex Usa Inc Arauco North America, Inc Arkema Grand Rapids Armstrong Flooring Inc Ashland Specialty Ingredients Axalta Coating Systems, LLC BAE Systems Baker Petrolite Barton Solvents Inc BASF Corporation Bemis Mfg Co Inc Boise Cascade Corp Boise Cascade Wood Products, LLC Borchers Americas Inc Brenntag Great Lakes LLC Brenntag Latin America Inc C T A Acoustics Incorporated Carboline Company CCC Chemical Distribution Inc Certainteed Corporation CF Industries Inc CF Industries Nitrogen LLC Clariant Corp Corrigan Osb, LLC Countertops Inc Covestro LLC Cytec Engineered Materials

Ms. Aliesa Washington v. Hexion City of Columbus

Del-Tin Fiber Durcon Incorporated Elantas Pdg Inc Emerald Forest Products Federal Mogul Fiberspar Line Pipe LLC Fiberteq LLC Formica Corporation GAF Materials Corporation Georgia Pacific Wood Products LLC Georgia-Pacific Panel Products LLC HA International, LLC Hardel Mutual Plywood Corp Havco Wood Product Hempel USA Inc Henkel Surface Technologies Hi-Crush LMS LLC Huber Engineered Woods, LLC Hunt Forest Products Inc Huntsman Advanced Materials Huntsman Petrochemical Corporation Ineos Melamines Ineos Phenol Interplastic Corporation Johns Manville International Kao Specialties Americas LLC Liberty Oilfield Services Louisiana Pacific Corporation Mapei Canada Inc Plant Marshfield Door Systems Martco Partnership


21 RLF1 21329418v.1

Matteson Ridolfi Inc Molded Fiberglass Monsanto Company Munzing North America LP Murphy EWD Murphy Plywood New England Resins & Pigments Nexeo Solutions LLC Nitto, Inc. Norbord Georgia Inc Norbord Minnesota Inc Norbord Mississippi Inc Norbord Texas (Jefferson) Inc Norbord Texas Nacogdoches Inc North American Composites Oasis Well Services LLC Owens Corning Sales, LLC Pacific Woodtech Peninsula Polymers Plastics Engineering Co Potlatch Corporation PPG Industries De Mexico S A De C V PPG Industries, Inc Quietflex Manufacturing Roseburg Forest Products Sabic Innovative Plastics

Saint Gobain Adfors America, Inc Schlumberger Technology Corp Sea-Land Chemical Sherwin-Williams Company SI Group Solvay Speciality Polymers Usa, LLC Stonhard Co Suddekor LLC Swiss Krono Sc LLC Tamko Building Products Inc TCR Industries Inc Tessenderlo Kerley Timber Products Company TPI Iowa, LLC TPI Mexico LLC UGN, Inc. Unilin Flooring Nc LLC UOP Lld C/O Honeywell Int'l Valspar Corporation Vertellus Ag & Nutrition Spec LLC Walsh & Associates, Inc. Weyerhaeuser Nr Company Willamette Valley Company The Wilsonart LLC Winston Plywood & Veneer Xa Direct Dba Hexion Select

(n) Largest Unsecured Vendors

Southern Chemical Co Shell Chemical LP Cass Logistics Inc Ineos Us Intermediate Finance LLC Methanex Methanol Co LLC Blue Cube Operations LLC Altivia Petrochemicals LLC CF Industries Sales LLC Sumitomo Corp Of Americas Fidelity Advansix Inc. Cass Information Systems Inc OCI International Inc Dow Chemical USA Methanex Corp Agrium US Inc Exxonmobil Oil Corp Mitsubishi Gas Chemical America Inc OCI Melamine Americas Inc Cigna Healthcare Inc Koch Nitrogen International Sarl HA International LLC

Comdata Inc Bank of America Dystar LP Univar USA Inc Hollyfrontier Refining & Marketing LLC Axiall LLC BASF Corp Wanhua Chemical (America) Co Ltd Mitsubishi International Corp Waxian International LLC Ineos Oxide LLC Accenture LLP Union Pacific Railroad Occidental Chemical Cornerstone Chemical Co IFC North America Inc Huntsman Petrochemical LLC PricewaterhouseCoopers LLP U S Customs & Border Protection Microsoft Corp Greif Inc BDP International Inc


22 RLF1 21329418v.1

Coronet Industries Inc Turner Industries Group LLC Sap America Inc HSA Bank Koch Fertilizer, LLC Kirby Inland Marine Medco Health Solutions Inc Foremark Performance Chemicals Inc BNSF Railway Company Schuetz Container Systems Inc Franklin International Universal Plant Services Inc Anhui Xinyuan Chemical Co Ltd Nexeo Solutions LLC Union Tank Car Co CHS Inc JM Catalysts PCT DHL Supply Chain Dana Transport Inc PCS Sales (USA) Inc Apollo Management Co LP Arnette Polymers LLC Tosoh Specialty Chemicals Usa Inc Exxon Mobil Chemical Co Angus Chemical Co Ryan LLC 180 East Broad LLC Rohm And Haas Chemicals LLC

Covestro LLC Ingevity Corp JBS Usa Food Co Sherman Brothers Heavy Trucking Inc Kraton Corp Quality Carriers Inc CPJ Technologies Inc Harborchem Emerald Performance Materials LLC Sun Chemical Corp Procter & Gamble Chemicals Brenntag Great Lakes LLC Elwood Staffing Services Inc American Railcar Leasing Invista Inc Yara North America Inc Ernst & Young LLP Air Liquide Large Industries US LP National Container Group JP Morgan Chase Bank N A Sabic Americas Inc Aetna Inc Livingston International Efeso Consulting, Inc. Vaquero Pipeline Co LLC Sequential Pacific Biodiesel LLC Trammo Inc KA Steel Chemicals Inc

(o) United States Bankruptcy Judges in the District of Delaware

Chief Judge Brendan L. Shannon Judge Christopher S. Sontchi Judge Kevin Gross Judge Kevin J. Carey Judge Laurie Selber Silverstein Judge Mary F. Walrath

(p) United States Trustees for the District of Delaware

Benjamin Hackman Byra Keilson Christine Green David Buchbinder Diane Giordano Dion Wynn Edith A. Serrano Hannah McCollum Holly Dice Jaclyn Weissgerber


23 RLF1 21329418v.1

James R. O'Malley Jane Leamy Jeffrey Heck Juliet Sarkessian Karen Starr Lauren Attix Linda Casey Linda Richendorfer Michael Panacio Michael West Ramona Vinson Richard Schepacarter Shakima L. Dortch T. Patrick Tinker Timothy J. Fox, Jr.

(q) Utilities Abilene Environmental Landfill Inc Acension Water Company Advanced Disposal Services Solid Air Liquide Large Industries Us LP Alabama Power Co Alliant Energy Wpl Allied Waste Services Allstream Asaz Ltd At&T At&T Mobility At&T Teleconference Services Avista B And H Environmental Bfi Blue Ridge Landfill Blackfoot Telephone Co Casella Waste System Centerpoint Energy Centerpoint Energy Services Centurylink Champion Energy Services LLC City Of Alexandria City Of Batesville City Of Brady City Of Cleburne City Of Diboll City Of High Point City Of Island City City Of La Grande-Utility Dis City Of Lakeland City Of Morganton City Of Portland City Of Shreveport

City Of Springfield Clean Harbors Disposal Services, In Clean Harbors Environmental Svc Inc Clean Harbors Environmental Svcs, I Columbus County Public Utilities Columbus Water Works Comed Commercial Energy Of Montana Complete Environmental & Rabon Consolidated Communications Holding Constellation Newenergy Gas DV Constellation Newenergy Inc Covanta Environmental Solutions Covestro LLC Cumberland Septic Service Demopolis Water Wks & Sewer Bd Department Of Public Utilities Duke Energy Progress Easylink Services Corporation Eatel Entergy Entergy Arkansas Inc Entergy Gulf States La Inc FPL Energy Services Frontier Georgia Power Granite Telecommunications Green Mountain Energy GTT Communications Gulf Gas Utilities Company Gulf West Landfill Tx LP Heritage Propane Hope Water & Light


24 RLF1 21329418v.1

Hotchkiss Disposal Services Hughes Network Systems IGI Resources Inc Ind Co Cable Tv Inc Industrial Disposal Co Ipass Inc IWS Gas And Supply Of Texas Ltd Knox Waste Service LLC Lakeland Electric Lamp Environmental Industries Inc Level 3 Communications LLC LGE Liberty Utilities Georgia Lonestar Ecology LLC Louisville Water Co Mccarty Road Landfill Texas LP Metro Lift Propane Monsanto Co Mountain West Coop Fuel National Fuel National Grid New Park Row Center Ltd Nexeo Solutions LLC Nicor Gas North State Communicatio Rabon Northern Energy Northwestern Energy NW Natural Oregon Trail Electric Coop PGE Piedmont Natural Gas Piney Woods Sanitation Pinnacle Propane LLC Public Works Commission Public Works Commission Of The City Of Fayetteville Reliant Dept 0954 Republic Services Dba BFI Colonial Republic Services Inc Republic Services LLC Republic Services Trash Safety Kleen Systems Inc

Sheboygan Water Utility South Arkansas Recycling South Jersey Energy Co Southern Logistics & Environmental Southwestern Electric Power Springfield Utility Board Sprint Tait Radio Communications Teco Peoples Gas Texican Natural Gas Co LLC Time Warner Cable Town Of Moreau Twin Eagle Resource Mgmt LLC United Cooperative SVC Us Water Services Inc Utility Holdings Inc Valley Landfills Inc Velocity, The Greatest Phone Co Eve Verizon Verizon Communications India PVT Verizon Wireless Village Of Bedford Park Waste Industries Inc Waste Management Waste Management Inc. Of Florida Waste Management Magnolia Landfill Waste Management Of Fayetteville Waste Management Of New Orleans Waste Management Of Wisconsin Inc Waste-Pro & Accu Shred Wastewater Treatment Systems WC Of Louisiana WCAWaste Corp WCI Sanipac West Penn Power West Texas Drum Co Ltd Westlake Vinyls Company LP Windstream Communications Inc Wisconsin Public Service WTG Gas Marketing Inc Cass Information Systems

(r) Ordinary Course Professionals Anderson & Kreiger LLP Arnold & Porter LLP Barnes & Thornburg LLP Bingham Greenebaum Doll LLP Bowles Rice LLP Bradley Murchison Kelly & Shea LLC

Brown & James Pc Calfee Halter & Griswold LLP CMBG3 Law LLC Collins Einhorn Farrell & Ulanoff Computer Packages Inc. Connell Foley & Geiser LLP


25 RLF1 21329418v.1

Dannemann Siemsen Bigler & Ipanema Deloitte Tax LLP Ducharme McMillen & Associates Inc Fish & Richardson Pc Fisher & Phillips LLP GBQ Partners LLC Gordon & Rees LLP Hanson Bridgett Marcus Harris Beach PLLC Hollingsworth LLP Husch Blackwell LLP Kazmarek Mowrey Cloud Laseter LLP Kilpatrick Townsend & Stockton LLP KPMG Advisory KPMG LLP Kutak Rock LLP

Marvin F Poer & Co McGuirewoods LLP Mcneer, Highland, Mcmunn Morgan, Lewis & Bockius, LLP Norton Rose Fulbright O'Melveny & Myers LLP Porter & Hedges LLP Reilly Janiczek Mcdevitt Henrich Ryan LLC Schenck Price Smith & King LLP Seyfarth Shaw LLP Squire Patton Boggs (Us) LLP Stikeman Elliott LLP Wilson Williams Law, PLLC Winstead Pc Zuckerman Spaeder Taylor & Evans

(s) Banks Bank of America Citibank PNC Bank

(t) Government Authorities Alabama Department of Revenue Alabama Secretary of State, Corporations Division Alabama Tax Trust Acct Amador County Tax Collector Arizona Corporation Commission, Corporations Division Arizona Department Of Revenue Arkansas Department Of Finance & Administration Arkansas Secretary Of State, Business Department Ascension Parish Sales And Use Tax Authority Bexar County Tax Assessor-Collector Borough Of Middlesex Brewster County Tax Office Burke County Tax Collector Caddo Parish Sheriff's Office Tax Department Caddo Shreveport Sales & Use Tax Commission California Board of Equalization California Department Of Tax And Fee Administration California Dept of Toxic Substances California Franchise Tax Board California Secretary Of State

California State Water Resources Control Board Carrollton - Farmers Branch I.S.D. City Of Alexandria City Of Baytown City Of Deer Park City Of Houston City Of Morganton City Of Portland City Of Sheboygan Colorado Department Of Revenue Colorado Secretary Of State Columbus County Tax Collector Columbus Income Tax Division Columbus Treasurer’s Office Comptroller Of Maryland Connecticut Commissioner Of Revenue Services Connecticut Secretary Of State, Commercial Recording Division Corporation Income Tax Section Corporation Tax Return Processing Cumberland County Tax Collector Cynthia Bardin Tax Collector Delaware Division Of Revenue Delaware Secretary Of State, Division Of Corporations


26 RLF1 21329418v.1

Dallas County Denise Hutter, Tax Assessor/Collector Des Moines Dept of Natural Resources Director US Patent And Trademark District Of Columbia Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division Environmental Protection Agency Federal Communications Commission Florida Department of Environmental Protection Florida Department Of Revenue Florida Department Of State, Division Of Corporations Fort Bend County Tax Assessor-Collector Galena Park ISD Tax Assessor-Collector GCCISD Tax Services Georgia Department Of Revenue Georgia Environmental Protection Division Georgia Finance Department Georgia Secretary Of State, Corporations Division Guilford County Tax Department Harris Co Improv Dist 4 Harris County Tax Assessor-Collector Hempstead County Collector Idaho Secretary Of State, Business Entities Idaho State Tax Commission Illinois Department Of Business Services Illinois Department Of Revenue Illinois Environmental Protection Agency Illinois Secretary Of State, Department Of Business Services Independence County Collector Indiana Department Of Environmental Management Indiana Department Of Revenue Indiana Secretary Of State, Business Services Division Iowa Income Tax Document Processing Iowa Secretary Of State, Corporations Department Jefferson County Sheriff's Office Jeffrey F. Wiley, Sheriff & Tax Collector John R. Ames, CTA Johnson County Tax Assessor-Collector Kansas Corporate Tax Kansas Department Of Revenue Kansas Secretary Of State Kentucky Department Of Revenue Kentucky Secretary Of State

Lane County Tax Collector Louisiana Department Of Revenue Louisiana Sales And Use Tax Department Louisiana Secretary Of State, Commercial Division, Corporations Section Louisville Metro Revenue Commission Lubbock Central Appraisal District Maine Revenue Services Maine Secretary Of State, Bureau Of Corporations, Elections And Commissions Maine State Treasurer Marengo County Maryland State Department Of Assessments And Taxation Massachusetts Department Of Revenue Massachusetts Secretary Of The Commonwealth McCulloch County Appr. District Michigan Corporations, Securities & Commercial Licensing Division Michigan Department Of Treasury Minnesota Department Of Revenue Minnesota Revenue Minnesota Secretary Of State, Business Services Office Mississippi Department Of Revenue Mississippi Secretary Of State, Business Services Division Missoula County Clerk & Treasurer Missouri Department Of Revenue Missouri Secretary Of State, Business Services Department Montana Department Of Revenue Montana Secretary Of State Moreau Receiver Of Taxes Muscogee County Tax Commissioner Nebraska Business Services Division Nebraska Department Of Revenue Nevada Department Of Taxation New Hampshire Department Of Environmental Services New Hampshire Secretary Of State, Corporation Division New Jersey Department Of Environmental Protection New Jersey Department Of The Treasury, Division Of Revenue, Business Services Bureau New Jersey Division Of Taxation New Jersey Sales & Use Tax New Mexico Secretary Of State, Corporations Bureau


27 RLF1 21329418v.1

New Mexico Taxation And Revenue Department New York Department Of Environmental Conservation New York Department Of State, Division Of Corporations, State Records And Uniform Commercial Code New York State Canal Corp. New York State Department Of Health New York State Department Of Labor New York State Department Of Transportation New York State Sales Tax NH DRA NM Taxation And Revenue Department North Carolina Department Of Revenue North Carolina Secretary Of State, Corporations Division North Dakota Office Of State Tax Commissioner North Dakota Secretary Of State, Business Information/Registration Division NYS Corporation Tax NYSDEC Office Of State Tax Commissioner Ohio Department Of Health Ohio Department Of Taxation Ohio Environmental Protection Agency Ohio Regional Income Tax Agency Ohio Secretary Of State Ohio Treasurer Of State Oklahoma County Treasurer Oklahoma Franchise Tax Oklahoma Tax Commission Oregon Department Of Revenue Oregon Secretary Of State, Corporation Division PA Department Of Revenue Parish Of Rapides Sales And Use Tax Dept. Pennsylvania Department Of State, Corporation Bureau Pension Benefit Guaranty Corporation Polk County Tax Collector Rapides Parish Sheriff's Office Rhode Island Secretary Of State, Corporations Division Rosalie Bishop, Tax Collector Sacramento Department Of Pesticide Regulation Sacramento State Water Resources Control Board Sc Department Of Revenue Sheboygan County Treasurer

South Carolina Department Of Health And Environmental Control South Carolina Department Of Revenue South Carolina Secretary Of State, Division Of Corporations South Dakota Department Of Revenue South Dakota Secretary Of State St Charles Parish Tax Collector St. Johns County St. Louis County Auditor State of Michigan State of Ohio BMV State Of Rhode Island State Of Rhode Island And Providence Plantations State Of West Virginia Tax Assessor-Collector Tax Collector, Multnomah County Tax Office Angelina County Tennessee Department Of Revenue Tennessee Department Of State, Division Of Business Services Texas Commission On Environmental Quality Texas Comptroller Of Public Accounts Texas Department Of Health (Texas State Health Services Board) Texas Secretary Of State, Statutory Filings Division, Corporations Section Texas State Comptroller Treasurer, State of Ohio U.S. Patent & Trademark Office Union County Assessor/Tax Collector United States Internal Revenue Service United States Occupational Safety And Health Administration United States Securities And Exchange Commission United States Treasury US Customs and Border Patrol US Department of Agriculture US Department of State US Environmental Protection Agency US Patent & Trademark Office Utah Department Of Commerce, Division Of Corporations & Commercial Code Utah State Tax Commission Valwood Improvement Authority Vermont Department Of Taxes Vermont Secretary Of State, Corporations/UCC Division Virginia Department Of Taxation


28 RLF1 21329418v.1

Virginia State Corporation Commission Washington Office Of The Secretary Of State, Corporations Division Washington State Department Of Revenue West Virginia Department Of Environmental Protection West Virginia Department Of Labor West Virginia Division Of Natural Resources

West Virginia Emergency Response Commission West Virginia Secretary Of State West Virginia State Tax Department Wisconsin Department Of Financial Institutions Wisconsin Department Of Revenue Wyoming Department Of Revenue Wyoming Secretary Of State

(u) Top 30 Unsecured Creditors Advansix Inc. Agrium US Inc Altivia Petrochemicals LLC BASF Corp Blue Cube Operations LLC CF Industries Sales LLC Cornerstone Chemical Co Dana Transport Inc Dystar LP Greif HA International LLC Methanex Mitsubishi Occidental Chemical

OCI Quality Carriers Inc Schuetz Container Systems Inc Slay Transportation Co Inc Southern Chemical Sumitomo Corp Of Americas Univar USA Inc Wanhua Chemical (America) Co Ltd Waxian International LLC Wilmington Trust, National Association Wilmington Trust Company Wilmington Savings Fund Society, FSB BNY Mellon Corporate Trust

(v) Letters of Credit Coronet Industries, Inc. CEMEX Construction Materials Florida, LLC Beede Site Group Department of Toxic Substances Control New Jersey Department of Environmental Protection SRSNE Superfund Site Settlement Trust U.S. Environmental Protection Agency Union Tank Car Company Canadian National Railway Company HollyFrontier Refining & Marketing LLC American Railcar Leasing LLC Safeco Insurance Company of America Travelers Casualty & Surety Company of America State of New York Workers' Compensation Board

Zurich American Insurance Company Ace American Insurance Company Florida Self-Insurers Guaranty Association, Inc. American Alternative Insurance Corporation Self-Insurance Plans State of California Liberty Mutual Insurance Company Ohio Bureau of Workers' Compensation Commonwealth of Kentucky New Mexico Self-Insurers Guarantee Fund Insurance Company of North America Self-Insurance Division Bureau of Workers' Comp AIG (National Union Fire Insurance Company of Pittsburgh, PA) Stonebriar Commercial Finance LLC Sturgeon County


29 RLF1 21329418v.1

(w) Surety Bonds US Customs Service Dept. of Homeland Security US Dept. of Agriculture State of Georgia State of Illinois State of Iowa State of Louisiana State of Massachusetts State of Michigan State of Minnesota State of Mississippi State of Missouri State of New Jersey State of Oregon State of Rhode Island State of Tennessee State of Virginia State of West Virginia State of Wisconsin City of Morganton Minister of National R venue

(x) Unions United Steel Workers, District 13 USW Local 1401 United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union

(y) Other

Aaron VanderKaay Colette B. Barricks Dennis Ryan Jeffrey A. Marx Jerry D. Kurinsky John Kompa Per Bjorkman Richard E. Schumacher Jr. Thomas J. Sullivan Momentive Performance Materials, Inc. Willkie Farr & Gallagher LLP Kinder Morgan Liquid Terminals, LLC The Bank of New York Mellon Southwestern Power Group Livingston Utility Trailer Sales Southeast Texas, Inc. Evonik Corporation Clark Freight Lines, Inc. Clark Freight Lines, Inc.


30 RLF1 21329418v.1

UPS Industrial Services LLC U.S. Bank National Association


RLF1 21329418v.1

Schedule 2

Conflicts Search Results

Entities, or Affiliates of the Following Entities, that May Be Interested Parties that Squire Currently Represents or Has Represented in the Last Three (3) Years

Matched Entity Relationship to Debtors Relationship to Squire1

Hexion Holdings LLC Debtors, Subsidiaries and Affiliated Entities

Current Client

Hexion Inc. Debtors, Subsidiaries and Affiliated Entities

Current Client

Hexion B.V. Non-Debtor Entities Subsidiary or Affiliate of a Current Client

Hexion UK Limited Non-Debtor Entities Subsidiary or Affiliate of a Current Client

Borden Chemical UK Limited

Non-Debtor Entities Subsidiary or Affiliate of a Current Client

Combined Composite Technologies Limited


Borden International Holdings Limited


Hexion SARL Non-Debtor Entities Subsidiary or Affiliate of a Current Client

Momentive UV Coatings (Shanghai) Co. Ltd.

Affiliates and Joint Ventures Subsidiary or Affiliate of a Current Client

1 The term “current client” means an entity listed as a client, or related to a client, in Squire’s conflicts search system where that matter is reported as open. The term “former client” means any entity listed as a client, or related to a client, in the Squire conflicts search system where the matter is reported as closed within the last three (3) years. Whether an actual client relationship exists can only be determined by reference to the documents governing Squire’s representation rather than its potential listing in Squire’s conflicts search system. The following table of entities, generated by the conflicts search system, is overinclusive for disclosure purposes.


RLF1 21329418v.1

Exhibit C

Johns Declaration


RLF1 21329418v.1



x : : : : : x


DECLARATION OF DOUGLAS A. JOHNS IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO

EMPLOY AND RETAIN SQUIRE PATTON BOGGS (US) LLP AS SPECIAL COUNSEL NUNC PRO TUNC TO THE PETITION DATE

I, Douglas A. Johns, under penalty of perjury, declare as follows:

1. I am the Executive Vice President, General Counsel and Corporate

Secretary of the Debtors with offices located at 180 East Broad Street, Columbus, Ohio 43215-

3707.

2. I submit this declaration (the “Declaration”) in support of the Debtors’

Application for Entry of an Order Authorizing the Retention and Employment of Squire Patton

Boggs (US) LLP as Special Counsel Nunc Pro Tunc to the Petition Date (the “Application”).2

Except as otherwise noted, all facts in this Declaration are based on my personal knowledge of

the matters set forth herein, information gathered from my review of relevant documents, and

information supplied to me by members of the Debtors’ senior management and the Debtors’

advisors. 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215. 2 Capitalized terms used but not defined in this Declaration shall have the meaning ascribed to them in the Application.


2 RLF1 21329418v.1

The Debtors’ Selection of Counsel

3. Beginning in 1998, Squire has represented the Debtors as their general

counsel in connection with a range of legal services, including matters related to public policy,

environmental and product advocacy, labor and employment, immigration, data privacy and

cyber security, trade, and compliance (collectively, the “Legal Services”).

4. Accordingly, I believe that Squire is intimately familiar with the Debtors’

businesses, their complex history, and the continuing legal issues the Debtors face related to

Squire’s Legal Services. For these reasons, I believe Squire is both well qualified and uniquely

able to represent the Debtors as their special counsel for those certain Legal Services during and

after these chapter 11 cases, as requested by the Debtors.

Rate Structure

5. In my capacity as Executive Vice President, General Counsel, and

Corporate Secretary, I, and my team, are responsible for supervising outside counsel retained by

the Debtors in the ordinary course of business. In my experience working with other outside law

firms for the Debtors and on other matters, I believe that Squire’s rates (and alternative fee

arrangement for certain trade and public policy matters) are comparable to those of firms similar

to Squire. I, and my team, are also responsible for reviewing the invoices regularly submitted by

Squire, and can confirm that the rates Squire charged the Debtors in the prepetition period are the

same as the rates Squire will charge the Debtors in the postpetition period, and subject to annual

and customary firm-wide adjustments in the ordinary course of Squire’s business.

Cost Supervision

6. If deemed necessary, the Debtors and Squire will develop a prospective

budget and staffing plan to reasonably comply with the U.S. Trustee’s requests for information


3 RLF1 21329418v.1

and additional disclosures related to the non-bankruptcy related Legal Services, and any other

orders of the Court. The Debtors further recognize that it is their responsibility to monitor

closely the billing practices of their counsel to ensure the fees and expenses paid by their estates

remain consistent with the Debtors’ expectations and the exigencies of these chapter 11 cases.

The Debtors will continue to review the invoices that Squire regularly submits, and, as

applicable, together with Squire, amend the budget.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct to the best of my information, knowledge, and belief.

Dated: May 30, 2019 Wilmington, Delaware Respectfully submitted,

/s/ Douglas A. Johns _ Douglas A. Johns Executive Vice President, General Counsel and Corporate Secretary Hexion Holdings LLC, et al.


RLF1 21329418v.1

Exhibit D

Rule 2016 Statement


RLF1 21329418v.1



x : : : : : x


STATEMENT UNDER BANKRUPTCY RULE 2016 AND SECTION 329 OF THE BANKRUPTCY CODE

1. Squire Patton Boggs (US) LLP (“Squire”), pursuant to Bankruptcy Rule

2016, Local Bankruptcy Rule 2016-1, and section 329 of the Bankruptcy Code, states that the

undersigned is special counsel for the above captioned debtors and debtors in possession

(collectively, the “Debtors”) in connection with a range of legal services, including matters

related to public policy, environmental and product advocacy, labor and employment,

immigration, data privacy and cyber security, trade, and compliance (collectively, the “Legal

Services”).

2. Compensation agreed to be paid by the Debtors to Squire is to be for the

Legal Services Squire will continue to provide the Debtors in the ordinary course. The Debtors

have agreed to pay Squire for the Legal Services rendered or to be rendered by its various

attorneys on the Debtors’ behalf and for fees incurred related to the Application. The Debtors

also agreed to reimburse Squire for its actual and necessary expenses incurred in connection with

providing the Legal Services and related to the Application.



2 RLF1 21329418v.1

3. Squire has represented the Debtors since 1998 as their general outside

counsel related to certain Legal Services. In that capacity, in the year prior to the Petition Date,

Squire received a total of $868,561.31 in fees and expenses from the Debtors, $665,335.65 of

which was received during the 90 days immediately preceding the Petition Date. The breakdown

of payments received by Squire in the year prior to the Petition Date is as follows:

Date Received Amount of Payment

April 5, 2018 $26,977.90 April 16, 2018 $15,000.00 April 23, 2018 $2,995.00 May 7, 2018 $2,500.00 May 21, 2018 $15,000.00 June 4, 2018 $19,385.67 June 11, 2018 $2,500.00 June 18, 2018 $1,314.00 July 5, 2018 $27,118.67 July 23, 2018 $2,500.00 July 30, 2018 $396.00 August 13, 2018 $2,500.00 August 25, 2018 $7,085.90 August 27, 2018 $14,599.20 September 10, 2018 $2,500.00 October 4, 2018 $8,162.12 October 15, 2018 $13,756.72 October 22, 2018 $28,004.88 November 19, 2018 $2,500.00 December 3, 2018 $5,929.60 December 10, 2018 $2,500.00 January 7, 2019 $1,560.00 January 7, 2019 $10,235.60 January 22, 2019 $1,833.90 February 11, 2019 $21,933.70 February 19, 2019 $183.00 March 4, 2019 $15,103.44 March 11, 2019 $17,500.00 March 27, 2019 $265,962.89 March 28, 2019 $331,023.12

4. In addition, prior to the Petition Date, Squire held $88,557.25 on account,

which amount is being applied to any outstanding balances existing as of the Petition Date.

According to Squire’s completed reconciliation of the prepetition fees and expenses to be applied

against the amount paid by the Debtors, Squire plans to credit $17,500.00 of prepetition fees


3 RLF1 21329418v.1

incurred on March 7, 2019, against the $88,557.25 on account. If necessary, details concerning

any further reconciliation will be included in the Firm’s first fee application for compensation.

5. Squire will seek approval of payment of compensation upon Squire’s

filing of appropriate applications for allowance of interim or final compensation pursuant to

sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any

applicable orders of this Court.

6. The services to be rendered include all those services set forth in the

Debtors’ Application for Entry of An Order Authorizing the Retention and Employment of Squire

Patton Boggs (US) LLP as Special Counsel Nunc Pro Tunc to the Petition Date.

7. Squire further states that it has not shared, nor agreed to share (a) any

compensation it has received or may receive with another party or person, other than with the

partners, counsel, and associates of Squire, and other employees generally retained by Squire in

the ordinary course of business that have not been specifically retained to provide certain Legal

Services for the Debtors; or (b) any compensation paid by the Debtors to any other person or

party in these chapter 11 cases.

Dated: May 30, 2019 Columbus, Ohio

/s/ Karen A. Winters _ Karen A. Winters Partner

SQUIRE PATTON BOGGS (US) LLP Address: 2000 Huntington Center 41 South High St.

Columbus, Ohio 43215 Telephone: (614) 365-2700 Facsimile: (614) 365-2499 Email: [email protected]


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