OLIN Corp 8-K, filed Jan 19, 2021
OLIN Corp (OLN)
8-K
2021-01-19
For: 2021-01-18
View Original
Added on
April 04, 2026
About this 8-K
OLIN Corp filed this 8-K on January 19, 2021, reporting on events of January 18, 2021.
Items reported
- Item 2.05: Exit or restructuring costs
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 18, 2021
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(314 ) 480-1400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
| 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): | |||||||||||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||||||||
| Emerging growth company | |||||||||||||||||
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||||||||||||||
| Item 2.05. | Costs Associated with Exit or Disposal Activities. | ||||
On January 18, 2021, Olin Corporation (“Olin”) approved a plan to cease operations of its Trichloroethylene (“Tric”) and Anhydrous Hydrogen Chloride (“AnHCl”) liquefaction facilities in Freeport, Texas, before the end of 2021.
As a result of this action, Olin expects to incur approximately $23 million of pretax restructuring costs, approximately $2 million of which is expected to be incurred in 2021. Olin currently estimates these restructuring costs will consist of $21 million of facility exit costs and $2 million of contract termination costs.
| Item 7.01. | Regulation FD Disclosure. | ||||
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Olin’s press release dated January 19, 2021 announcing that it has made the decision to cease operations of its Tric and AnHCl liquefaction facilities in Freeport, Texas before the end of 2021.
Safe Harbor Statement
This report contains forward-looking statements, including those regarding the effect of the closing of the Tric and AnHCl liquefaction plants in Freeport, Texas facilities, and the expected restructuring charges. All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to, our ability to shut down the operations discussed in this filing in a timely and effective manner and other risks described in our SEC filings.
Olin undertakes no obligation to update any forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibit No. | Exhibit | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Olin has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OLIN CORPORATION | |||||||||||
| By: | /s/ Nicholas W. Hendon | ||||||||||
| Name: | Nicholas W. Hendon | ||||||||||
| Title: | Assistant Secretary | ||||||||||
Date: January 19, 2021
Exhibit 99.1
Investor Contact: Steve Keenan
(314) 719-1755
InvestorRelations@Olin.com
NewsOlin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105
OLIN ANNOUNCES FACILITY CLOSURES
Clayton, MO, January 19, 2021 – Olin Corporation (NYSE: OLN) announced today that it has made the decision to cease operations of its Trichloroethylene (Tric) and Anhydrous Hydrogen Chloride (AnHCl) liquefaction facilities in Freeport, Texas, before the end of 2021. These actions are expected to be cash flow accretive. Olin expects to incur approximately $2 million restructuring charges in 2021, associated with these plans.
“The actions taken today further our efforts to ensure we purposefully allocate capital spending and Olin people assets towards lifting ECU (Electrochemical Unit) returns. As Olin transitions our industry-leading feedstock position to supply next-generation, environmentally sustainable refrigerants, we will exit the production of trichloroethylene, which is used to produce traditional refrigerants. For AnHCl, we remain interested in serving key high-value end-use applications; however, current returns do not justify the operating costs and required reinvestment capital. Olin remains committed to the Freeport, Texas community, our employees, and our customers,” said Scott Sutton, President and Chief Executive Officer.
COMPANY DESCRIPTION
Olin Corporation is a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach and hydrochloric acid. Winchester’s principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.
Visit www.olin.com for more information on Olin.
FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “project,” “estimate,” “forecast,” “optimistic,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.
The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, include, but are not limited to, the following:
•sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as vinyls, urethanes, and pulp and paper;
•the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;
•our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;
•higher-than-expected raw material, energy, transportation, and/or logistics costs;
•failure to control costs or to achieve targeted cost reductions;
•new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;
•the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior secured credit facility;
•the negative impact from the COVID-19 pandemic and the global response to the pandemic;
•the failure or an interruption of our information technology systems;
•complications resulting from our multiple enterprise resource planning systems and the conversion to a new system;
•the loss of a substantial customer for either chlorine or caustic soda could cause an imbalance in customer demand for these products;
•our substantial amount of indebtedness and significant debt service obligations;
•unexpected litigation outcomes;
•changes in, or failure to comply with, legislation or government regulations or policies;
•costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
•failure to attract, retain and motivate key employees;
•the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;
•adverse changes in international markets, including economic, political or regulatory changes;
•our long range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;
•adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital; and
•various risks associated with our transition and subsequent operation of the Lake City U.S. Army Ammunition Plant.
All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.
2021-02