| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*| Apollo Management Holdings, L.P. |
| 1 MANHATTANVILLE ROAD #201, | |
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2009 | 3. Issuer Name and Ticker or Trading Symbol
Huntsman CORP
[HUN]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
7 % Convertible Senior Notes Due 2018
| | 10/23/2018 |
Common Stock
|
31,818,750
|
$
|
I
|
See Exhibit 99.1
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| Explanation of Responses: |
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| See signatures attached as Exhibit 99.2 | 10/26/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EX-99.1
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Exhibit 99.1
The amount reported includes an aggregate of 31,818,750 shares of common stock
(the "Common Stock") of Huntsman Corporation (the "Issuer"), issuable upon
conversion of an aggregate of $250,000,000 of the Issuer's 7% convertible Senior
Notes due 2018 (the "Notes"), which are held of record by the following Filing
Persons and in the following amounts (including by the number of shares of
Common Stock into which the face amounts are convertible): (i) Apollo Investment
Fund VI, L.P., a Delaware limited partnership ("AIF VI"), $131,070,495
(16,681,997 shares); (ii) Apollo Overseas Partners (Delaware 892) VI, L.P., a
Delaware limited partnership ("Overseas 892"), $36,645,625 (4,664,072 shares);
(iii) Apollo Overseas Partners VI, L.P., a Cayman Islands exempted limited
partnership ("Overseas VI"), $35,766,558 (4,552,189 shares); (iv) Apollo
Overseas Partners (Delaware) VI, L.P., a Delaware limited partnership ("Overseas
Delaware"), $14,814,264 (1,885,485 shares); (v) Apollo Overseas Partners
(Germany) VI, L.P., a Cayman Islands exempted limited partnership ("Overseas
Germany," and together with AIF VI, Overseas 892, Overseas VI and Overseas
Delaware, the "Apollo VI Funds"), $453,058 (57,663 shares); AAA Guarantor -
Co-Invest VI, L.P., a Guernsey limited partnership ("Co-Invest VI"), $31,250,000
(3,977,344 shares) (the foregoing entities collectively, the "Record Holders").
The Notes are convertible at any time at the holder's option at an initial
conversion rate of 127.275 shares of the Common Stock, per $1,000 principal
amount of Notes converted, which is equal to a conversion price of approximately
$7.857 per share, subject to specified anti-dilution adjustments. Interest is
payable either in cash or, at the Issuer's option, in shares of Common Stock
having a market value at that time equal to the interest payment. Capitalized
terms used but not defined have the meaning provided in Exhibit 99.2.
Management VI is the manager of each of the Apollo VI Funds. AIF VI Management
is the general partner of Management VI. Apollo Management is the sole member
and manager of AIF VI Management, and Management GP is the general partner of
Apollo Management. Advisors VI is the general partner or managing general
partner of each of the Apollo VI Funds. ACM VI is the general partner of Advisor
VI. Principal I is the sole member and manager of ACM VI, and Holdings I is the
general partner of Principal I. AAA MIP is the general partner of Co-Invest VI.
Alternative Assets is the investment manager and day-to-day operations manager
of AAA MIP. Intl Management is the managing general partner of Alternative
Assets, and International GP is the general partner of Intl Management.
Management Holdings is the sole member and manager of International GP and of
Management GP. Management Holdings GP is the general partner of Management
Holdings. Messrs. Joshua J. Harris, Leon D. Black and Marc Rowan act as
executive officers and managers of Holdings I and Management Holdings GP. Each
of the Filing Persons and Messrs. Harris, Black, and Rowan disclaims beneficial
ownership of the shares of Common Stock included in the amount reported herein,
except to the extent of any pecuniary interest therein, and this report shall
not be deemed an admission that any such person or entity is the beneficial
owner of, or has any pecuniary interest in, such securities for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose. The business address of each of Messrs. Harris, Black and Rowan is c/o
Apollo Management, L.P., 9 West 57th Street, New York, New York 10019.
EX-99.2
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Exhibit 99.2
This Statement on Form 3 is filed by (i) AIF VI; (ii) Overseas 892; (iii)
Overseas VI; (iv) Overseas Delaware; (v) Overseas Germany; (vi) Apollo Advisors
VI, L.P., a Delaware limited partnership ("Advisors VI"); (vii) Apollo Capital
Management VI, LLC, a Delaware limited liability company ("ACM VI"); (viii)
Apollo Principal Holdings I, L.P., a Delaware limited partnership ("Principal
I"); (ix) Apollo Principal Holdings I GP, LLC, a Delaware limited liability
company ("Holdings I"); (x) Apollo Management VI, L.P., a Delaware limited
partnership ("Management VI"); (xi) AIF VI Management, LLC, a Delaware limited
liability company ("AIF VI Management"); (xii) Apollo Management, L.P., a
Delaware limited partnership ("Apollo Management"); (xiii) Apollo Management GP,
LLC, a Delaware limited partnership ("Management GP"); (xiv) Co-Invest VI; (xv)
AAA MIP Limited, a Guernsey company ("AAA MIP"); (xvi) Apollo Alternative
Assets, L.P., a Cayman Islands exempted limited partnership ("Alternative
Assets"); (xvii) Apollo International Management, L.P., a Delaware limited
partnership ("Intl Management"); (xviii) Apollo International Management GP,
LLC, a Delaware limited liability company ("International GP"); (xix) Apollo
Management Holdings, L.P., a Delaware limited partnership ("Management
Holdings")' and (xx) Apollo Management Holdings GP, LLC, a Delaware limited
liability company ("Management Holdings GP") (each a "Filing Person," and
collectively, the "Filing Persons").
The principal address of each of the Filing Persons other than Co-Invest VI and
AAA MIP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The
principal address of each of Co-Invest VI and AAA MIP is Trafalgar Court, Les
Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands.
Name of Designated Filer: Apollo Management Holdings, L.P.
Date of Event Requiring Statement: October 25, 2009
Issuer Name and Ticker or Trading Symbol: Huntsman Corporation (HUN)
APOLLO INVESTMENT FUND VI, L.P.
By: Apollo Advisors VI, L.P.,
its general partner
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO OVERSEAS PARTNERS VI, L.P.
By: Apollo Advisors VI, L.P.,
its managing general partner
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO OVERSEAS PARTNERS (DELAWARE)VI, L.P.
By: Apollo Advisors VI, L.P.,
its general partner
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO OVERSEAS PARTNERS(DELAWARE 892) VI, L.P.
By: Apollo Advisors VI, L.P.,
its general partner
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.
By: Apollo Advisors VI, L.P.,
its managing general partner
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO ADVISORS VI, L.P.
By: Apollo Capital Management VI, LLC,
its general partner
By:/s/ Laurie D. Medley
-----------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO CAPITAL MANAGEMENT VI, LLC
By:/s/ Laurie D. Medley
---------------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO PRINCIPAL HOLDINGS I, L.P.
By: Apollo Principal Holdings I GP, LLC,
its general partner
By:/s/ John J. Suydam
-----------------------------------------------
Name: John J. Suydam
Title: Vice President
APOLLO PRINCIPAL HOLDINGS I GP, LLC
By:/s/ John J. Suydam
---------------------------------------------------
Name: John J. Suydam
Title: Vice President
APOLLO MANAGEMENT VI, L.P.
By: AIF VI Management, LLC
Its General Partner
By:/s/ Laurie D. Medley
-----------------------------------------------
Name: Laurie D. Medley
Title: Vice President
AIF VI MANAGEMENT, LLC
By:/s/ Laurie D. Medley
---------------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO MANAGEMENT, L.P.
By: Apollo Management GP, LLC
Its General Partner
By:/s/ Laurie D. Medley
---------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO MANAGEMENT GP, LLC
By:/s/ Laurie D. Medley
---------------------------------------------------
Name: Laurie D. Medley
Title: Vice President
AAA GUARANTOR - CO-INVEST VI, L.P.
By: AAA MIP Limited,
its general partner
By: Apollo Alternative Assets, L.P.,
its investment manager
By: Apollo International Management, L.P.,
its managing general partner
By: Apollo International Management
GP, LLC, its general partner
By:/s/ Laurie D. Medley
-----------------------------------
Name: Laurie D. Medley
Title: Vice President
AAA MIP LIMITED
By: Apollo Alternative Assets, L.P.,
its investment manager
By: Apollo International Management, L.P.,
its managing general partner
By: Apollo International Management
GP, LLC, its general partner
By:/s/ Laurie D. Medley
---------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO ALTERNATIVE ASSETS, L.P.
By: Apollo International Management, L.P.,
its managing general partner
By: Apollo International Management GP, LLC,
its general partner
By:/s/ Laurie D. Medley
-------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO INTERNATIONAL MANAGEMENT, L.P.
By: Apollo International Management GP, LLC
its general partner
By:/s/ Laurie D. Medley
-----------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO INTERNATIONAL MANAGEMENT GP, LLC
By:/s/ Laurie D. Medley
---------------------------------------------------
Name: Laurie D. Medley
Title: Vice President
APOLLO MANAGEMENT HOLDINGS, L.P.
By: Apollo Management Holdings GP, LLC
its general partner
By:/s/ John J. Suydam
-----------------------------------------------
Name: John J. Suydam
Title: Vice President
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:/s/ John J. Suydam
---------------------------------------------------
Name: John J. Suydam
Title: Vice President