OLN Olin Corp

Olin Corporation (“Olin” or the “Parent Guarantor”) is filing with this Current Report on Form 8-K (this “Current Report”) the unaudited consolidated financial statements of Olin Corporation and subsidiaries as of June 30, 2016 and 2015 and for the three- and six-month periods ended June 30, 2016 and 2015 to include additional guarantor information in the note entitled “Supplemental Guarantor Financial Information.” Olin’s unaudited consolidated financial statements and the notes related thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

As previously disclosed, in October 2015 Blue Cube Spinco Inc. (“Blue Cube” or the “Issuer”) issued in a private placement (i) $720 million aggregate principal amount of unregistered 9.75% Senior Notes due 2023 (the “Original 2023 Notes”) and (ii) $500 million aggregate principal amount of unregistered 10.00% Senior Notes due 2025 (the “Original 2025 Notes” and, together with the Original 2023 Notes, the “Original Notes”), in connection with the acquisition by Olin of the Dow Chlorine Products Business (the “DCP Business”) from The Dow Chemical Company (“TDCC”). The Issuer is a 100% owned subsidiary of the Parent Guarantor, and the Original Notes are fully and unconditionally guaranteed by the Parent Guarantor. In connection with the private placement of the Original Notes, the Issuer and the Parent Guarantor entered into a registration rights agreement relating to the Original Notes, pursuant to which the Issuer and Parent Guarantor filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on July 29, 2016 (which Registration Statement has not yet been declared effective) to exchange the Original Notes of each series for new notes of such series (the “Exchange Notes”), with terms (including the guarantees by the Parent Guarantor) identical in all material respects to the terms of the Original Notes (except that the Exchange Notes will not contain certain terms with respect to transfer restrictions or potential increase in annual interest rate) (the “Exchange Offer”). In connection with the Exchange Offer, the Parent Guarantor will be required, pursuant to Rule 3-10 of Regulation S-X, to include in its financial statements certain financial information with respect to the Issuer, the Parent Guarantor and non-guarantor subsidiaries of the Parent Guarantor.

The unaudited consolidated financial statements of Olin and the notes related thereto have been updated to include the notes entitled “Supplemental Guarantor Financial Information”. All other information, including financial information, provided in Olin’s Form 10-Q for the quarterly period ended June 30, 2016 (the “Form 10-Q”), remains unchanged and this Current Report does not modify or update the disclosures in the Form 10-Q in any other way. This Current Report should be read in conjunction with the Form 10-Q.

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