CLAYTON,
Mo., Feb. 28, 2025 /PRNewswire/ -- Olin
Corporation (NYSE: OLN) announced today that it intends to offer
(the "Offering") $600 million
aggregate principal amount of senior notes due 2033 (the "Senior
Notes"), subject to market and other conditions. The Senior Notes
will be Olin's senior unsecured obligations and will not be
guaranteed by any subsidiaries of Olin on the issue date.
Olin intends to use the net proceeds of the Offering, together
with borrowings under new replacement credit facilities that Olin
intends to enter into concurrently with or shortly after the
consummation of the Offering (the "Replacement Credit Facilities"),
to (i) redeem all of its $500.0
million of 5.125% Senior Notes due 2027 (the "2027 Notes"),
(ii) refinance its existing revolving credit facility and repay all
borrowings thereunder, including anticipated borrowings that will
be used to redeem all of its 9.500% Senior Notes due 2025 (the
"2025 Notes"), (iii) refinance its existing term loan facility and
(iv) pay related fees and expenses (collectively, the "Refinancing
Transactions"). This press release does not constitute a notice of
redemption and does not constitute an offer to redeem or purchase
any of the 2025 Notes or the 2027 Notes and the Offering is not
conditioned on the closing of the Replacement Credit
Facilities.
The Senior Notes will be offered in a private offering exempt
from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"). The Senior Notes will be offered
only to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act and to
non-U.S. persons outside the United
States in reliance on Regulation S under the Securities
Act.
The Senior Notes have not been registered under the Securities
Act and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, the Senior Notes nor shall there
be any sale of the Senior Notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No assurance can be made that the Offering
will be consummated on its proposed terms or at all.
COMPANY DESCRIPTION
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, hydrogen, and hydrochloric acid. Winchester's
principal manufacturing facilities produce and distribute sporting
ammunition, law enforcement ammunition, reloading components, small
caliber military ammunition and components, industrial cartridges,
and clay targets.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Statements in this press release which are not
historical in nature are "forward-looking statements" within the
meaning of the federal securities laws, including statements
regarding the Offering. These statements often include words
such as "anticipate," "intend," "may," "expect," "believe,"
"should," "plan," "outlook," "project," "estimate," "forecast,"
"optimistic," "target," and variations of such words and similar
expressions relate to analyses and other information that are based
on management's beliefs, certain assumptions made by management,
forecasts of future events, and current expectations, estimates and
projections about the Offering, the Refinancing Transactions and
the Replacement Credit Facilities.
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, except as required by law.
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, 2024, and
other reports furnished or filed with the SEC, include, but are not
limited to, the following:
- 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 for our products and the
supply/demand balance for our products, including the impact of
excess industry capacity or an imbalance in demand for our chlor
alkali products;
- unsuccessful execution of our operating model, which
prioritizes Electrochemical Unit (ECU) margins over sales
volumes;
- failure to control costs and inflation impacts or failure to
achieve targeted cost reductions;
- our reliance on a limited number of suppliers for specified
feedstock and services and our reliance on third-party
transportation;
- availability of and/or higher-than-expected costs of raw
material, energy, transportation, and/or logistics;
- the occurrence of unexpected manufacturing interruptions and
outages, including those occurring as a result of labor disruptions
and production hazards;
- exposure to physical risks associated with climate-related
events or increased severity and frequency of severe weather
events;
- the failure or an interruption, including cyber-attacks, of our
information technology systems;
- risks associated with our international sales and operations,
including economic, political or regulatory changes;
- failure to identify, attract, develop, retain and motivate
qualified employees throughout the organization and ability to
manage executive officer and other key senior management
transitions;
- our inability to complete future acquisitions or joint venture
transactions or successfully integrate them into our business;
- adverse conditions in the credit and capital markets, limiting
or preventing our ability to borrow or raise capital;
- weak industry conditions affecting our ability to comply with
the financial maintenance covenants in our existing credit
facilities;
- our indebtedness and debt service obligations;
- 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, and funding of, our
pension plans;
- our long-range plan assumptions not being realized, causing a
non-cash impairment charge of long-lived assets;
- changes in, or failure to comply with, legislation or
government regulations or policies, including changes regarding our
ability to manufacture or use certain products and changes within
the international markets in which we operate;
- new regulations or public policy changes regarding the
transportation of hazardous chemicals and the security of chemical
manufacturing facilities;
- unexpected outcomes from legal or regulatory claims and
proceedings;
- costs and other expenditures in excess of those projected for
environmental investigation and remediation or other legal
proceedings;
- various risks associated with our Lake City U.S. Army
Ammunition Plant contract and performance under other governmental
contracts; and
- failure to effectively manage environmental, social and
governance (ESG) issues and related regulations, including climate
change and sustainability.
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. We may not consummate the Offering and, if the
Offering is consummated, we cannot provide any assurance regarding
the final terms of the Offering. Our ability to consummate
the Refinancing Transactions and obtain the Replacement Credit
Facilities is subject to prevailing market conditions.
2025-05
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SOURCE Olin Corporation
