OLIN CORPORATION (NYSE:OLN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
In connection with the issuance of the Senior Notes, on January16, 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”), 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.
| Item 1.01. | 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 Fifth Supplemental Indenture (including the form of Senior Note) is incorporated by reference into this Item 1.01.
In connection with the Senior Notes offering, copies of the legal opinions of Hunton& Williams LLP and Cravath, Swaine& Moore LLP relating to the Senior Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.
| Item 1.01. | Financial Statements and Exhibits. |
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Exhibit No. |
Exhibit |
| 1.1 | Underwriting Agreement, dated as of January16, 2018, between Olin Corporation and Citigroup Global Markets Inc., as representative of the several underwriters named therein. |
| 4.1 | Fifth Supplemental Indenture, dated as of January16, 2018, between Olin Corporation and U.S. Bank National Association, as trustee, governing the Senior Notes. |
| 4.2 | Form of 5.000% Senior Notes due 2030 (contained in Exhibit 4.1). |
| 5.1 | Opinion of Hunton& Williams LLP. |
| 5.2 | Opinion of Cravath, Swaine& Moore LLP. |
| 23.1 | Consent of Hunton& Williams LLP (contained in Exhibit 5.1). |
| 23.2 | Consent of Cravath, Swaine& Moore LLP (contained in Exhibit 5.2). |
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OLIN CORP ExhibitEX-1.1 2 d450718dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 OLIN CORPORATION 5.000% Senior Notes Due 2030 UNDERWRITING AGREEMENT January 16,…To view the full exhibit click here
About OLIN CORPORATION (NYSE:OLN)
Olin Corporation is a manufacturer and distributor of chemical products, and ammunition. The Company operates through three segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products, such as converted epoxy resins and additives. The Epoxy segment serves an array of applications, including wind energy, electrical laminates and consumer goods. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.