OLIN CORP: Entering into a Material Definitive Agreement, Terminating a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

0

Item 1.01. Conclusion of a significant definitive agreement.

credit agreement

On October 11, 2022, Olin Company (the “Registrar”) has entered into a refinancing of the Registrant’s Senior Unsecured Credit Agreement, dated July 16, 2019 (as amended, the “Existing Credit Agreement”), by entering into a new senior unsecured credit agreement (the “Replacement Credit Agreement”), with the lenders parties thereto and Bank of America, North America., as administrative agent.

The Replacement Credit Agreement provides the Registrant with a senior unsecured term loan facility in an aggregate principal amount of up to $350,000,000 (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. Registrant is permitted to add any of its wholly owned subsidiaries as an additional borrower under the Revolving Credit Facility. Any Additional Borrower’s obligations 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) the SOFR, SARON, CDOR or EURIBOR rate plus, in each case, a margin ranging from 1.375% to 1.875% or (ii) at the Prime Rate, plus a margin ranging from 0.375% to 0.875%, in any case, as determined in accordance with the Replacement Credit Agreement. In each case, the applicable margin is based on the registrant’s leverage ratio. The term loan facility will require principal amortization payments which will be payable in quarterly installments commencing with the fiscal quarter ending March 31, 2023
and ending with the fiscal quarter ending December 31, 2024at a rate of 0.625% per quarter of its outstanding principal amount, and thereafter increased to 1.250% per quarter of its outstanding principal amount.

The term loan facility was fully drawn on the closing date. Proceeds from the term loan facility will be used to refinance outstanding loans and commitments 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. Proceeds from the revolving credit facility will be used for working capital and other general corporate purposes and to refinance outstanding loans under the existing credit agreement. The replacement credit facilities are due to mature on
October 11, 2027.

The Replacement Credit Agreement contains customary positive and negative representations, warranties and covenants. The Replacement Credit Facilities include financial sustainability clauses that require the registrant to (i) maintain a consolidated interest coverage ratio of at least 3.00 to 1.00 at the end of each fiscal quarter beginning on fiscal quarter ending
December 31, 2022 and (ii) maintain a consolidated net leverage ratio not exceeding 3.75 to 1.00 at the end of each fiscal quarter beginning with the fiscal quarter ending on December 31, 2022; provided that, in connection with any material acquisition, the registrant may elect (not more than twice) to increase the consolidated net leverage ratio to 4.25 to 1.00 for the four-quarter period following such acquisition .

The Holder’s obligations under the Replacement Credit Agreement may be accelerated upon customary events of default, including non-payment of principal or interest, breaches of covenants, cross-defaults of other material debts 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 Schedule 10.1 and which is incorporated by reference herein.

————————————————– ——————————

Twelfth Amendment to Amended and Restated Credit and Financing Agreement

On October 11, 2022Licensee has executed a Twelfth Amendment (the “Twelfth Amendment”) to the Amended and Restated Credit and Financing Agreement between Licensee, the lenders parties thereto, and PNC Bank, National Associationas an administrative agent, linked to the Washington County Industrial Development Authority Series 2010A bonds, Washington County Industrial Development Authority 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 Obligations to, among other things, replace LIBOR provisions with SOFR provisions and amend certain covenants to conform to the covenants contained in the Replacement Credit Agreement described in Section 1.01.

The foregoing description of the Twelfth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Twelfth Amendment, which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

Ninth Amendment to the Receivables Financing Agreement

On October 11, 2022Registrant has executed Amendment No. 9 (the “Ninth Amendment”) to the Receivables Funding Agreement between Registrant, as servicer, Olin Finance Company, LLCas a borrower (the “Borrower”), PNC Bank, National Associationas an administrative agent, PNC Capital Markets LLC, as structuring agent, and the Lenders parties thereto. Among other things, the Ninth Amendment increases the installation limit to $425,000,000replaces LIBOR provisions with SOFR provisions and extends the scheduled termination date of the receivables financing agreement to October 14, 2025.

The foregoing description of the Ninth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Ninth Amendment, which is attached hereto as Exhibit 10.2 and which is incorporated by reference herein.

Item 1.02.     Termination of a Material Definitive Agreement.


On October 11, 2022upon entry into force of the Replacement Credit Agreement, the Declarant has prepaid in full the aggregate principal amount outstanding of all Loans, together with all accrued and unpaid interest thereon , under the existing credit agreement and, in connection with this prepayment, the existing credit agreement The credit agreement, including all covenants thereunder, has been terminated.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information presented above in point 1.01 concerning the replacement credit agreement is incorporated by reference in this point 2.03.

————————————————– ——————————

Item 9.01.            Financial Statements and Exhibits.

   (d) Exhibit No.    Exhibit
         4.1            Twelfth Amendment to Amended and Restated Credit and Funding
                      Agreement, dated as of October 11, 2022, among Olin Corporation, the
                      Lenders (as defined therein), and PNC Bank, National Association, as
                      administrative agent.
        10.1            Credit Agreement, dated as of October 11, 2022, among Olin
                      Corporation, the Lenders and Issuing Banks (as defined therein) and
                      Bank of America, N.A.
        10.2            Amendment No. 9 to Receivables Financing Agreement and
                      Reaffirmation of Performance Guaranty, dated as of October 11, 2022,
                      among Olin Corporation, as servicer, Olin Finance Company, LLC, as
                      borrower, PNC Bank, National Association, as administrative agent,
                      PNC Capital Markets LLC, as structuring agent, and the Lender
                      parties thereto.
         104          Cover Page Interactive Data File (embedded within the Inline XBRL
                      document)



————————————————– ——————————

© Edgar Online, source Previews

Share.

Comments are closed.