Olin Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Indenture
On March 14, 2025, Olin Corporation (the “Registrant”) issued $600,000,000 aggregate principal amount of 6.625% Senior Notes due 2033 (the “Senior Notes”) pursuant to an indenture, dated as of March 14, 2025 (the “Indenture), between the Registrant and U.S. Bank Trust Company, National Association, as trustee, governing the Senior Notes. The Senior Notes will mature on April 1, 2033, and will have an interest rate of 6.625%. Interest will be paid semi-annually on April 1 and October 1 of each year, beginning on October 1, 2025.
The Registrant may redeem some or all of the Senior Notes at any time prior to April 1, 2028, 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 April 1, 2028, at the redemption prices set forth in the Indenture, 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 April 1, 2028 with the net cash proceeds from certain equity offerings at the redemption price set forth in the Indenture. The Registrant must offer to purchase the Senior Notes if it experiences a change of control under certain circumstances as set forth in the Indenture. The Senior Notes are not initially guaranteed by any subsidiaries of the Registrant. However, the Indenture requires certain of the Registrant’s 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 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 foregoing description of the 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 Indenture (including the Form of Senior Note), which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Credit Agreement
On March 14, 2025, the Registrant completed a refinancing of the Registrant’s senior unsecured Credit Agreement, dated as of October 11, 2022 (the “Existing Credit Agreement”), by entering into a new senior unsecured credit agreement (the “Replacement Credit Agreement”), with the lenders party thereto and Bank of America, N.A., as administrative agent.
The Replacement Credit Agreement provides the Registrant with a senior unsecured term loan facility in an aggregate principal amount of $650,000,000 (the “Term Loan Facility”) and a senior unsecured revolving credit facility with aggregate commitments in an amount equal to $1,200,000,000 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Replacement Credit Facilities”).
The Registrant is the sole borrower under the Replacement Credit Facilities. The Registrant is permitted to add any of its wholly-owned subsidiaries as an additional borrower under the Revolving Credit Facility. The obligations of any additional borrowers under the Revolving Credit Facility will be joint and several with the Registrant.
The Replacement Credit Facilities generally provide for borrowings in multiple currencies at interest rates equal to (i) SOFR or EURIBOR, plus, in each case, a margin ranging from 1.375% to 1.875% or (ii) the base rate, plus a margin ranging from 0.375% to 0.875%, in all cases, as determined based on the Registrant’s net leverage ratio, in accordance with the Replacement Credit Agreement. The Term Loan Facility require principal amortization payments that will be payable in quarterly installments beginning with the fiscal quarter ending June 30, 2025 and ending with the fiscal quarter ending March 31, 2027, at a rate of 0.625% per quarter of the outstanding principal amount thereof, and thereafter, increasing to 1.250% per quarter of the outstanding principal amount thereof.
The Term Loan Facility was fully drawn on the closing date. The proceeds of the Term Loan Facility were used to refinance the loans and commitments outstanding under the Existing Credit Agreement. Loans under the Revolving Credit Facility will be available at any time prior to the maturity date of the Revolving Credit Facility, subject to customary conditions. The proceeds of the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Replacement Credit Facilities are scheduled to mature on March 14, 2030.
The Replacement Credit Agreement contains customary representations, warranties and affirmative and negative covenants. The Replacement Credit Facilities include financial maintenance covenants that require the Registrant to (i) maintain a consolidated interest coverage ratio of not less than 3.00 to 1.00 as of the end of each fiscal quarter and (ii) maintain a consolidated net leverage ratio of no more than 4.00 to 1.00 as of the end of each fiscal quarter; provided that, in connection with any material acquisition, the Registrant may elect (no more than two times) to increase the maximum consolidated net leverage ratio to 4.50 to 1.00 for the four quarter period following such acquisition.
The obligations of the Registrant under the Replacement Credit Agreement may be accelerated upon the occurrence of customary events of default, including nonpayment of principal or interest, breaches of covenants, cross-defaults to other material debt and specified bankruptcy events.
The foregoing description of the Replacement Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Replacement Credit Agreement, which is attached hereto as Exhibit 10.1 and which is incorporated by reference herein.
Thirteenth Amendment to Amended and Restated Credit and Funding Agreement
On March 14, 2025, the Registrant executed a Thirteenth Amendment (the “Thirteenth Amendment”) to the Amended and Restated Credit and Funding Agreement among the Registrant, the lenders party thereto, and PNC Bank, National Association, as administrative agent, related to The Mississippi Business Finance Corporation Series 2010 bonds and The Industrial Development Board of the County of Bradley and the City of Cleveland, Tennessee Series 2010 bonds to, among other things, amend certain covenants to be consistent with the covenants contained in the Replacement Credit Agreement described in Item 1.01.
The foregoing description of the Thirteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Thirteenth Amendment, which is attached hereto as Exhibit 4.3 and which is incorporated by reference herein.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On March 14, 2025, in connection with the effectiveness of the Replacement Credit Agreement, the Registrant prepaid in full the outstanding aggregate principal amount of all loans, together with all accrued and unpaid interest thereon, under the Existing Credit Agreement and, in connection with such prepayment, the Existing Credit Agreement, including all commitments thereunder, was terminated.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 with respect to the Indenture (including the form of Senior Note) and the Replacement Credit Agreement is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
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/ Inchan Hwang | |
| Name: | Inchan Hwang | |
| Title: | Vice President, Deputy General Counsel and Secretary | |
Date: March 14, 2025