UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  February 15, 2007

Huntsman Corporation
(Exact name of registrant as specified in its charter)

 

Huntsman International LLC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (801) 584-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On February 15, 2007, Huntsman International LLC and certain of its subsidiaries, as sellers, entered into an Asset Purchase Agreement with Flint Hills Resources, LLC, as purchaser,  pursuant to which the purchaser agreed to purchase from sellers the U.S. base chemicals and polymers business assets described in that agreement for a purchase price of $456 million in cash, plus the value of inventory on the date of closing and certain other amounts to be calculated at or subsequent to closing.  The transaction is conditioned upon, among other things, receipt of necessary approvals under applicable antitrust laws and other relevant regulatory authorities and other customary closing conditions.  The transaction is expected to close in the third quarter of 2007, following the re-start of the Port Arthur, Texas, olefins manufacturing facility, which will be included in the sale.  

Item 8.01. Other Events.

On February 15, 2007, Huntsman Corporation issued a press release announcing the execution of the Asset Purchase Agreement, a copy of which press release is furnished as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 2.1		Asset Purchase Agreement dated February 15, 2007 among Flint Hills Resources, LLC, Huntsman International LLC, Huntsman Petrochemical Corporation, Huntsman International Chemicals Corporation, Huntsman Polymers Holdings Corporation, Huntsman Expandable Polymers Company, LLC, Huntsman Polymers Corp. and Huntsman Chemical Company of Canada, Inc.
Exhibit 99.1		Press Release dated February 15, 2007

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		HUNTSMAN CORPORATION
		HUNTSMAN INTERNATIONAL LLC
		/s/ L. Russell Healy
		L. Russell Healy
		Vice President and Controller

 

Dated:  February 20, 2007

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INDEX TO EXHIBITS

Exhibit Number		Description
2.1		Asset Purchase Agreement dated February 15, 2007 among Flint Hills Resources, LLC, Huntsman International LLC, Huntsman Petrochemical Corporation, Huntsman International Chemicals Corporation, Huntsman Polymers Holdings Corporation, Huntsman Expandable Polymers Company, LLC, Huntsman Polymers Corp. and Huntsman Chemical Company of Canada, Inc.
99.1		Press Release dated February 15, 2007

 

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