Item 7.01. Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the following
information and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended. Olin Corporation ("Registrant")
disclaims any intention or obligation to update or revise this information.
Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of
Registrant's press release dated July 11, 2019, announcing its intent to pursue
a registered debt offering of Senior Notes due 2029 (the "Senior Notes").
Attached as Exhibit 99.2, and incorporated herein by reference, is a copy of
Registrant's subsequent press release dated July 11, 2019, announcing the
pricing of its offering of $750 million aggregate principal amount of the Senior
Notes. The Senior Notes will mature on August 1, 2029, will have an interest
rate of 5.625% and will be issued at 100.000% of par value. Interest will be
paid semi-annually on the 1st day of February 1 and August 1, beginning
February 1, 2020. The Senior Notes will be sold pursuant to Registrant's shelf
registration statement on file with the Securities and Exchange Commission. The
underwriters for the transaction are J.P. Morgan Securities LLC, BofA Merrill
Lynch, Citigroup Global Markets Inc., ING Financial Markets, MUFG Securities
Americas Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., TD
Securities (USA) LLC and Wells Fargo Securities, LLC. Registrant expects to use
the net proceeds of the offering to prepay all of the term loans outstanding
under its senior term loan credit facility and all of the loans outstanding
under its receivables financing credit facility, and Registrant expects to use
the remaining net proceeds to pay fees and expenses and fund general corporate
purposes. Closing of the offering is expected to occur on July 16, 2019, subject
to customary closing conditions.
This Current Report on Form 8-K does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the Senior Notes
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
Item 9.01. Financial Statements and Exhibits.
(d) No. Exhibit
99.1 Press release announcing registered debt offering dated July 11,
99.2 Press release announcing pricing terms of debt offering dated July
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