Articles

MPM Holdings Inc. Launches Initial Public Offering

November 06, 2017

                                MPM Holdings Inc. Launches Initial Public Offering

WATERFORD, N.Y. (November 6, 2017) – MPM Holdings Inc. (“Momentive”), a leading producer of specialty silicones and silanes and a global leader in fused quartz and specialty ceramics products, today announced that it has commenced an initial public offering of 14,583,333 shares of its common stock. Shares of Momentive’s common stock are being sold by Momentive and certain of its stockholders. Momentive will use the proceeds of the offering to redeem a portion of its 4.69% Second-Priority Senior Secured Notes due 2022, repay outstanding debt of a foreign subsidiary and pay related fees and expenses. Momentive will not receive any of the proceeds from the sale of shares offered by the selling stockholders. The selling stockholders have also granted the underwriters a 30-day option to purchase an additional 2,187,500 shares of common stock. The price range for the initial public offering is currently
estimated to be between $23.00 and $25.00 per share. Momentive has been approved to list its common stock on the New York Stock Exchange under the ticker “MPMH”.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as joint lead book-running managers and as representatives of the underwriters for the proposed offering. Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., UBS Securities LLC, Wells Fargo Securities, LLC and BMO Capital Markets Corp. are acting as joint book-running managers for the proposed offering.

The offering will be made only by means of a  -prospectus. A copy of the preliminary prospectus relating to this offering, when available, may be obtained from any of the following sources:

• J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 866-803-9204; or 
• Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1- 866-471-2526, facsimile: 212-902-9316 or by emailing prospectusgroup-ny@ny.email.gs.com.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such  offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such  state or jurisdiction.


About Momentive

Momentive is a global leader in silicones and advanced materials, with a 75 plus year heritage of being first to market with performance applications that support and improve everyday life. Momentive delivers science-based solutions or major industries, by linking its custom technology platforms to allow the creation of unique solutions for customers.


Forward-Looking and Cautionary Statements

Certain statements in this press release are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities exchange Act of 1934, as amended, including statements related to our transformation and restructuring activities, growth and productivity initiatives, anticipated cost savings, growth, and market recovery, the impact of work stoppage and other incidents on our operations and competitiveness. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forwardlooking statements. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “may,” “will,” “could,” “should,” “seek” or “intend” and similar expressions. Forwardlooking
statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our registration statement filed with the Securities and Exchange Commission. While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to: a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the impact of work stoppage and other incidents on our operations, changes in governmental regulations or interpretations thereof and related compliance and litigation costs, adverse rulings in litigation, difficulties with the realization of cost savings in connection with our global restructuring, transformation and strategic initiatives including transactions with our affiliate, Hexion Inc., pricing actions by our competitors that could affect our operating margins, the impact of our growth and productivity investments, our ability to realize the benefits there from, and th timing thereof, our ability to obtain additional financing, and the other factors listed in the Risk Factors section of our registration statement. All forward-looking statements are expressly qualified in their entirety by this cautionary
notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.



Contact
Media and Investors:

John Kompa
614-225-2223
john.kompa@momentive.com++