Item 1.01.
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Entry into a Material Definitive Agreement.
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Fifth Supplemental Indenture
On January 19, 2018, Olin Corporation (the Registrant) issued $550,000,000 aggregate principal amount of 5.000% Senior Notes
due 2030 (the Senior Notes) pursuant to an indenture, dated as of August 19, 2009, as supplemented from time to time, including by the Fifth Supplemental Indenture, dated as of January 19, 2018, between the Registrant and U.S.
Bank National Association, as trustee (the Fifth Supplemental Indenture), governing the Senior Notes. The Senior Notes will mature on February 1, 2030, and will have an interest rate of 5.000%. Interest will be paid semi-annually on
February 1 and August 1 of each year, beginning on August 1, 2018.
The Registrant may redeem some or all of the Senior
Notes at any time prior to February 1, 2024, at a price equal to 100% of the aggregate principal amount of the Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a
make-whole premium. The Registrant may also redeem some or all of the Senior Notes at any time on or after February 1, 2024, at the redemption prices set forth in the Fifth Supplemental Indenture (including the form of Senior Note),
plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Registrant may redeem up to 35% of the aggregate principal amount of the Senior Notes at any time prior to February 1, 2021 with the net cash
proceeds from certain equity offerings at the redemption price set forth in the Fifth Supplemental Indenture (including the form of Senior Note). The Registrant must offer to purchase the Senior Notes if it experiences a change of control under
certain circumstances as set forth in the Fifth Supplemental Indenture. The Senior Notes are not initially guaranteed by any subsidiaries of the Registrant. However, the Fifth Supplemental Indenture requires certain of the Registrants
subsidiaries to guarantee the Senior Notes in the future if such subsidiaries incur or guarantee certain unsecured debt issued by the Registrant or certain of its subsidiaries. The Fifth Supplemental Indenture provides for customary events of
default, including upon nonpayment of principal or interest, breach of covenants and the occurrence of certain insolvency matters (subject in certain cases to cure periods).
The Senior Notes have been registered under the Securities Act of 1933, as amended (the Act), under the Registration Statement on
Form
S-3ASR
(Registration
No. 333-216461)
which became effective March 6, 2017. On January 16, 2018, the Registrant filed with the Securities and Exchange
Commission (the Commission), pursuant to Rule 424(b)(5) under the Act, its preliminary Prospectus Supplement, dated January 16, 2018, pertaining to the public offering and sale of the Senior Notes. On January 18, 2018, the
Registrant filed with the Commission, pursuant to Rule 424(b)(5) of the Act, its final Prospectus Supplement, dated January 16, 2018, pertaining to the public offering and sale of the Senior Notes.
The foregoing description of the Fifth Supplemental Indenture (including the form of Senior Note) does not purport to be complete and is
qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture (including the Form of Senior Note), which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
2
Underwriting Agreement
In connection with the issuance of the Senior Notes, on January 16, 2018, the Registrant entered into an underwriting agreement (the
Underwriting Agreement) with Citigroup Global Markets Inc., as representative of the several underwriters named therein (the Underwriters), pursuant to which the Underwriters agreed to purchase the Senior Notes from the
Registrant. The Underwriting Agreement contains the terms and conditions of the offering and sale of the Senior Notes, indemnification and contribution obligations and other customary terms and conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.