8-K
OLIN Corp (OLN)
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): November 15, 2021
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 1-1070 | 13-1872319 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 190 Carondelet Plaza, Suite 1530<br><br> <br>Clayton, MO | 63105 | |
| (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<br> 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 |
| Common Stock, $1.00 par value per share | OLN | New York Stock Exchange |
| 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<br> 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<br> new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 with respect to the Supplemental Indenture (as defined below) is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 with respect to the Supplemental Indenture is incorporated herein by reference.
Item 8.01. Other Events.
On November 16, 2021, Olin Corporation (the “Company,”) announced the early tender results of its previously announced (i) cash tender offer to purchase a portion of its outstanding 9.500% Senior Notes due 2025 (the “Notes”) and (ii) the related solicitation of consents to amend the indenture governing the Notes (the “Tender Offer”).
In connection with the Tender Offer, the Company entered into a Second Supplemental Indenture (the “Supplemental Indentures”) to that certain indenture, dated as of May 19, 2020 (as previously amended, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Supplemental Indenture eliminates substantially all of the restrictive covenants and certain events of default contained in the Indenture.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
On November 16, 2021, the Company issued a press release announcing the early tender results of the Tender Offer as of 5:00 p.m., New York City time, on November 15, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibit No. | Exhibit |
|---|---|
| 4.1 | Second Supplemental Indenture,<br> dated as of November 15, 2021, by and between Olin Corporation and U.S. Bank National Association |
| 99.1 | Press Release issued November<br> 16, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OLIN CORPORATION | ||
|---|---|---|
| By: | /s/ J. Matthew Martin | |
| Name: | J. Matthew Martin | |
| Title: | Assistant Secretary |
Date: November 16, 2021
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, (this “Second Supplemental Indenture”) dated as of November 15, 2021, by and among Olin Corporation, a Virginia corporation (“Issuer”), and U.S. Bank National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of the Issuer and the Trustee have heretofore executed and delivered an indenture dated as of May 19, 2020 (as amended, supplemented, waived or otherwise modified through the date hereof, the “Indenture”), providing for the issuance on such date of an aggregate principal amount of $500,000,000 of 9.500% Senior Notes due 2025 (the “Notes”) of the Issuer;
WHEREAS, pursuant to Section 9.2 of the Indenture, subject to certain exceptions inapplicable hereto, the Issuer and the Trustee may, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (the “Requisite
Consent”\), enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture applicable to the Notes or modifying in any manner the rights of
the Holders under the Indenture, including the definitions therein, with respect to the Notes;
WHEREAS, upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated as of November 1, 2021 (as amended or supplemented from time to time, the “Consent Solicitation Statement”), the Issuer has solicited consents (the “Consent Solicitation”) of the Holders to certain proposed amendments to the Indenture requiring the Requisite Consent of Holders and to the execution of this Second Supplemental Indenture, as described in more detail in the Consent Solicitation Statement, and the Issuer has now obtained the Requisite Consent of such Holders (and the No Proration Condition (as defined in the Consent Solicitation Statement) is satisfied as of the date hereof), and, as such, this Second Supplemental Indenture, the amendments set forth herein and the Trustee’s entry into this Second Supplemental Indenture are authorized pursuant to Section 9.2 of the Indenture;
WHEREAS, the Issuer has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Officers’ Certificate and the Opinion of Counsel described in Sections 9.5, 12.2 and 12.3 of the Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make this Second Supplemental Indenture valid and binding have been complied with or have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the benefit of the Trustee and the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
AMENDMENTS TO THE INDENTURE
SECTION 2.1. Amendments to the Indenture.
(a) Amendments to Article 3. The Indenture is hereby amended by deleting the title and text of the following Sections of Article 3 of the Indenture, each in its entirety, and inserting in lieu thereof the word “[Reserved.]” after each such section number: Section 3.2 (Limitations on Liens); Section 3.3 (Limitation on Sale and Lease-Back Transactions); Section 3.4 (Future Guarantees); and Section 3.5 (Change of Control Repurchase Event); Section 3.6 (Reports).
(b) Amendments to Section 4.1. The Indenture is hereby amended by deleting the title and text of Section 4.1 (Merger and Consolidation) in its entirety, and inserting in lieu thereof the word “[Reserved.]” after such section number.
(c) Amendments to Section 6.1. Section 6.1(a) of the Indenture is hereby amended by deleting the text of clauses (3) and (4) therein, each in its entirety, and inserting in lieu thereof the word “[Reserved.]” after each such clause number.
(d) Amendments to Section 8.4. Section 8.4 of the Indenture is hereby amended by deleting the text of clauses (4) and (5) therein, each in its entirety, and inserting in lieu thereof the word “[Reserved.]” after each such clause number.
SECTION 2.2. Conforming Changes; Deletions of Definitions.
(a) Any and all references to the sections, subsections, clauses and paragraphs of the Indenture referred to in Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(d) of this Second Supplemental Indenture, or the text thereof, and any and all obligations thereunder, are hereby deleted in their entirety (i) throughout the Indenture and the Notes, and the same shall be of no further force and effect, and (ii) in the Table of Contents to the Indenture and replaced with the word “[Reserved.].”
(b) Section 1.1 (Definitions) of the Indenture is hereby amended by deleting from such Section those terms and their respective definitions and section references that, by virtue of the amendments set forth in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d) and 2.2(a) of this Second Supplemental Indenture, are no longer used in the Indenture or the Notes as amended hereby, and by deleting all references throughout the Indenture and the Notes to such defined terms and section references.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Notices. All notices and other communications shall be given as provided in the Indenture.
SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 3.3. Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.4. Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 3.6. The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
SECTION 3.7. Counterparts. The parties hereto may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes.
SECTION 3.8. Headings. The headings of the Articles and the Sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 3.9. Effect and Operation of this Supplemental Indenture. This Second Supplemental Indenture shall be effective upon its execution and delivery by the Issuer and the Trustee. Notwithstanding the foregoing sentence, this Second Supplemental Indenture shall become operative automatically in respect of all the Notes only upon, and simultaneously with, and shall have no force and effect until, the Issuer pays the aggregate consideration due and payable in respect of any Notes accepted for purchase as of the Early Tender Deadline (as defined in the Consent Solicitation Statement).
[Signature on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
| OLIN CORPORATION, | |
|---|---|
| By: | /s/ Teresa M. Vermillion |
| Name: Teresa M. Vermillion | |
| Title: Vice President & Treasurer |
| U.S. BANK NATIONAL ASSOCIATION,<br><br> <br>as Trustee | |
|---|---|
| By: | /s/ Joshua A. Hahn |
| Name: Joshua A. Hahn | |
| Title: Vice President |
Exhibit 99.1
Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105
Olin Corporation Announces Early Tender Results and Upsize of Cash Tender Offer and
Solicitation of Consents Relating to its 9.500% Senior Notes due 2025
Clayton, MO, November 16, 2021 – Olin Corporation (the “Issuer,” “us” or “we”) (NYSE: OLN) today announced the early tender results of its offer to purchase (the “Offer”) for cash a portion of the Issuer’s outstanding 9.500% Senior Notes due 2025 (the “Notes”) and the related solicitation of consents (the “Consent Solicitation”) to certain proposed amendments to the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain events of default (the “Proposed Amendments”). The Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions described in the Issuer’s Offer to Purchase and Consent Solicitation Statement dated November 1, 2021 (the “Statement”), which more fully sets out the terms of the Offer and Consent Solicitation.
As of 5:00 p.m., New York City time, on November 15, 2021 (the “Early Tender Deadline”), $391.37 million of aggregate principal amount of Notes (78.27% of the outstanding) had been validly tendered (and not validly withdrawn). Based on these results, the Issuer has decided to increase the Maximum Purchase Amount from $350 million to $489,702,963.75 million.
The Issuer will accept for purchase, and pay for, $391,371,000 aggregate principal amount of Notes that were validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline (or 100% of all Notes tendered prior to the Early Tender Deadline). The settlement date for the Notes accepted for purchase is expected to occur on November 17, 2021 (the “Early Settlement Date”). Holders of Notes that are accepted for purchase in connection with the Early Tender Deadline will receive the applicable total consideration of $1,251.25, which includes an early tender premium of $30.00, per $1,000 principal amount of the Notes accepted for purchase. Holders of Notes accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but not including, the Early Settlement Date.
Pursuant to the Consent Solicitation, the Issuer obtained the requisite consents required to approve the Proposed Amendments. The Issuer has executed a supplemental indenture to the indenture governing the Notes to give effect to the Proposed Amendments.
The Offer expires on the Expiration Date, which is 11:59 p.m., New York City time, on November 30, 2021, unless extended, earlier expired or terminated by us in our sole discretion, and, in the case of extension of the Expiration Date, will be such date to which the Expiration Date is extended. Because the Offer was fully subscribed as of the Early Tender Deadline, holders of Notes who validly tender their Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase.
In connection with the Offer and Consent Solicitation, each of BofA Securities, Inc. as Lead Dealer Manager, MUFG Securities Americas, Inc. as Senior Co-Dealer Manager, SMBC Nikko Securities America, Inc. as Senior Co-Dealer Manager and Truist Securities, Inc. as Co-Dealer Manager is acting as a dealer manager for the Offer and as a solicitation agent for the Consent Solicitation (collectively, the “Dealer Managers and Solicitation Agents”). D.F. King & Co., Inc. is serving as the information and tender agent (the “Information and Tender Agent”). Requests for assistance or copies of the Statement or any other documents related to the Offer and Consent Solicitation may be directed to the Information and Tender Agent at (800) 669-5550 or olin@dfking.com. Questions or requests for assistance in relation to the Offer and Consent Solicitation may be directed to BofA Securities, Inc. at (980) 388-3646 (collect) or (888) 292-0070 (toll-free).
The Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by the Dealer Managers and Solicitation Agents, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Statement.
None of the Issuer, the Information and Tender Agent, the Dealer Managers and Solicitation Agents or the trustee (nor any of their respective directors, officers, employees or affiliates) makes any recommendation as to whether Holders should tender their Notes pursuant to the Offer or consent pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes or consent to the Proposed Amendments, and, if so, the principal amount of Notes in respect of which to take such actions.
ABOUT OLIN
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.
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,” “outlook,” “project,” “estimate,” “forecast,” “optimistic,” “target,” 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 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, 2020 and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following additional risks:
Business, Industry and Operational Risks
| ● | 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; |
|---|---|
| ● | 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<br> demand for our chlor alkali products; |
| --- | --- |
| ● | unsuccessful implementation of our operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes; |
| --- | --- |
| ● | our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation; |
| --- | --- |
| ● | failure to control costs or to achieve targeted cost reductions; |
| --- | --- |
| ● | higher-than-expected raw material, energy, transportation, and/or logistics costs; |
| --- | --- |
| ● | the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards; |
|---|---|
| ● | the failure or an interruption of our information technology systems; |
| --- | --- |
| ● | our substantial amount of indebtedness and significant debt service obligations; |
| --- | --- |
| ● | the negative impact from the COVID-19 pandemic and the global response to the pandemic, including without limitation adverse impacts in complying with governmental COVID-19 vaccine<br> mandates; |
| --- | --- |
| ● | weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior secured credit facility; |
| --- | --- |
| ● | the loss of a substantial customer for either chlorine or caustic soda could cause an imbalance in customer demand for these products; |
| --- | --- |
| ● | failure to attract, retain and motivate key employees; |
| --- | --- |
| ● | risks associated with our international sales and operations, including economic, political or regulatory changes; |
| --- | --- |
| ● | the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in our pension<br> plan; |
| --- | --- |
| ● | adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital; |
| --- | --- |
| ● | our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets; |
| --- | --- |
Legal, Environmental and Regulatory Risks
| ● | new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; |
|---|---|
| ● | changes in, or failure to comply with, legislation or government regulations or policies, including changes within the international markets in which we operate; |
| --- | --- |
| ● | unexpected litigation outcomes; |
| --- | --- |
| ● | costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings; and |
| --- | --- |
| ● | various risks associated with our Lake City U.S. Army Ammunition Plant contract, including performance and compliance with governmental contract provisions. |
| --- | --- |
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.
INVESTOR AND MEDIA CONTACT:
Steve Keenan
(314) 719-1755
InvestorRelations@Olin.com