OLIN CORPORATION (NYSE:OLN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Amended and Restated Credit Agreement

On March9, 2017, Olin Corporation (the Company), and its wholly
owned subsidiaries Olin Canada ULC, an unlimited company
amalgamated under the laws of Nova Scotia (Olin Canada) and Blue
Cube Spinco Inc., a Delaware corporation (Spinco), entered into
the Second Amendment Agreement (the Amendment) with the lenders
party thereto and Wells Fargo Bank, National Association, as
administrative agent, which amended and restated the Companys
Amended and Restated Credit Agreement dated October5, 2015 (the
Existing Credit Agreement and, as amended by the Amendment, the
Credit Agreement).

Under the Existing Credit Agreement, Spinco originally borrowed
term loans in an aggregate principal amount of $1,350,000,000
(the Term Loan Facility) and the lenders made available to the
Company, Olin Canada and Spinco a revolving credit facility in an
aggregate principal amount of $500,000,000 (the Revolving Credit
Facility).

to the Amendment, the aggregate principal amount of term loans
under the Term Loan Facility was increased to $1,375,000,000 and
the aggregate commitments under the Revolving Credit Facility
were increased to $600,000,000. In addition, the maturity dates
for the Term Loan Facility and the Revolving Credit Facility were
extended from October5, 2020 to March9, 2022.

Spincos borrowings under the Term Loan Facility are guaranteed by
the Company. Advances may be made under the Revolving Credit
Facility to the Company, Olin Canada and/or Spinco, and are
guaranteed (i)with respect to the Company, by Spinco, (ii)with
respect to Olin Canada, by the Company and Spinco and (iii)with
respect to Spinco, by the Company. The obligations under the
Credit Agreement are unsecured.

Borrowings under the Credit Agreement will bear interest at a per
annum rate equal to a base rate or Eurodollar rate, as selected
by the applicable borrower, plusan interest rate spread
determined by reference to a pricing grid based on the Companys
total leverage ratio.

Revolving borrowings and issuances of letters of credit under the
Credit Agreement are subject to the satisfaction of customary
conditions, including the accuracy of representations and
warranties and the absence of defaults.

The Credit Agreement contains customary representations,
warranties and affirmative and negative covenants which are
substantially similar to those included in the Existing Credit
Agreement. to the Amendment, among other things, the financial
maintenance covenant was amended such that the Company will be
required to maintain a total leverage ratio of no more than 4.50
to 1.00 as of the end of each fiscal quarter through and
including September30, 2018, no more than 4.25 to 1.00 as of the
end of each of the next two fiscal quarters thereafter, no more
than 4.00 to 1.00 as of the end of each of the next two fiscal
quarters thereafter and no more than 3.75 to 1.00 as of the end
of each fiscal quarter thereafter. In addition, the definition of
Consolidated EBITDA was amended to limit (and after 2019,
disallow) certain add-backs related to cost savings and
synergies.

The obligations of the Company, Olin Canada and Spinco under the
Credit Agreement may be accelerated upon customary events of
default, including non-payment of principal or interest, breaches
of covenants, cross-defaults to other material debt and specified
bankruptcy events.

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Borrowings under the Term Loan Facility were used, together with
the net proceeds of the Senior Notes offering described below and
cash on hand, to refinance the term loans outstanding under the
existing Term Loan Facility and to prepay in full the term loans
outstanding under the SMBC Credit Agreement, as described in
Item1.02.

The foregoing description of the Amendment and the Credit
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment and the
Credit Agreement, which are attached hereto as Exhibits 10.1 and
10.2, respectively, and each of which is incorporated by
reference herein.

Forward Purchase Agreement and Credit and Funding
Agreement

On March9, 2017, the Company entered into a Forward Purchase
Agreement (2017)(the Forward Purchase Agreement) governing The
Industrial Development Authority of Washington County Series
2010A Bonds, The Industrial Development Authority of Washington
County Series 2010B Bonds, 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 (collectively, the Bonds). Under the
Amended and Restated Forward Purchase Agreement, dated as of
June23, 2014, the current holders of the Bonds have exercised
their rights to optionally tender the Bonds to the Company on
June1, 2019. The Forward Purchase Agreement secures a commitment
from the current holders of the Bonds to repurchase the Bonds on
June1, 2019 and provides that the Bonds will be subject to
optional tender on June1, 2022.

On March9, 2017, Olin also executed a Sixth Amendment to the
Amended and Restated Credit and Funding Agreement related to the
Bonds (the Sixth Amendment) to amend certain covenants to be
consistent with the covenants contained in the Credit Agreement
described in Item1.01.

The foregoing description of the Forward Purchase Agreement and
the Sixth Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Forward Purchase Agreement and the Sixth Amendment, which are
attached hereto as Exhibits 4.1 and 4.2, respectively, and each
of which is incorporated by reference herein.

Fourth Supplemental Indenture

On March9, 2017, the Company issued $500,000,000 aggregate
principal amount of 5.125% Senior Notes due 2027 (the Senior
Notes) to an indenture, dated as of August19, 2009, as
supplemented from time to time, including by the Fourth
Supplemental Indenture, dated as of March9, 2017, between the
Company and U.S. Bank National Association, as trustee (the
Fourth Supplemental Indenture), governing the Senior Notes. The
Senior Notes will mature on September15, 2027, and will have an
interest rate of 5.125%. Interest will be paid semi-annually on
March15 and September15 of each year, beginning on September15,
2017.

The Company may redeem some or all of the Senior Notes at any
time prior to March15, 2022, at a price equal to 50% 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 Company may also
redeem some or all of the Senior Notes at any time on or after
March15, 2022, at the redemption prices set forth in the Fourth
Supplemental Indenture (including the form of Senior Note), plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. In addition, the Company may redeem up to 35% of
the aggregate principal amount of the Senior Notes at any time
prior to March15, 2020 with the net cash proceeds from certain
equity offerings at the redemption price set forth in the Fourth
Supplemental Indenture (including the form of Senior Note). The
Company must offer to purchase

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the Senior Notes if it experiences a change of control under
certain circumstances as set forth in the Fourth Supplemental
Indenture. The Senior Notes are not initially guaranteed by any
subsidiaries of the Company. However, the Fourth Supplemental
Indenture requires certain of the Companys subsidiaries to
guarantee the Senior Notes in the future if such subsidiaries
incur or guarantee certain unsecured debt issued by the Company
or certain of its subsidiaries. The Fourth 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
March6, 2017. On March6, 2017, the Company filed with the
Securities and Exchange Commission (the Commission), to Rule
424(b)(5) under the Act, its preliminary Prospectus Supplement,
dated March6, 2017, pertaining to the public offering and sale of
the Senior Notes. On March7, 2017, the Company filed with the
Commission, to Rule 424(b)(5) of the Act, its final Prospectus
Supplement, dated March6, 2017, pertaining to the public offering
and sale of the Senior Notes.

The foregoing description of the Fourth 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 4.3 and
incorporated by reference herein.

Underwriting Agreement

In connection with the issuance of the Senior Notes, on March6,
2017, the Company entered into an underwriting agreement (the
Underwriting Agreement), with Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representative of the several underwriters named
therein (the Underwriters), to which the Underwriters agreed to
purchase the Senior Notes from the Company. 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.

On March9, 2017, in connection with the effectiveness of the
Amendment and the completion of the Senior Notes offering, the
Company prepaid in full the outstanding aggregate principal
amount of the term loans, together with accrued and unpaid
interest thereon, under the Credit Agreement dated as of
August25, 2015 (the SMBC Credit Agreement), among the Company,
the lenders parties thereto and Sumitomo Mitsui Banking
Corporation, as administrative agent and, in connection with such
prepayment, the SMBC Credit Agreement was terminated.

The disclosure set forth above under Item1.01 with respect to the
Amendment, the Credit Agreement and the Fourth Supplemental
Indenture (including the form of Senior Note) is incorporated by
reference into this Item2.03.

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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.

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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.

OLIN CORPORATION (NYSE:OLN) Recent Trading Information

OLIN CORPORATION (NYSE:OLN) closed its last trading session down -0.59 at 31.29 with 1,908,544 shares trading hands.