Olin Corporation
|
(Name of Issuer)
|
Common Stock, par value $1.00 per share
|
(Title of Class of Securities)
|
680665205
|
(CUSIP Number)
|
Michael D. Adamski
Sachem Head Capital Management LP
250 West 55th Street, 34th Floor
New York, New York 10019
212-714-3300
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copies to:
Richard M. Brand
Joshua A. Apfelroth
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
|
October 1, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 680665205
|
SCHEDULE 13D
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Page 2 of 9
|
1
|
NAME OF REPORTING PERSON OR
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Sachem Head Capital Management LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0
|
|||
8
|
SHARED VOTING POWER
|
||
14,950,000
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
14,950,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
14,950,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IA
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 3 of 9
|
1
|
NAME OF REPORTING PERSON OR
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Uncas GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0
|
|||
8
|
SHARED VOTING POWER
|
||
14,950,000
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
14,950,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
14,950,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
OO
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 4 of 9
|
1
|
NAME OF REPORTING PERSON OR
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Sachem Head GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0
|
|||
8
|
SHARED VOTING POWER
|
||
9,200,000
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
9,200,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
9,200,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
5.8%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
OO
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 5 of 9
|
1
|
NAME OF REPORTING PERSON OR
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Scott D. Ferguson
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
(b) ☐
|
||
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
OO (See Item 3)
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
0
|
|||
8
|
SHARED VOTING POWER
|
||
14,950,000
|
|||
9
|
SOLE DISPOSITIVE POWER
|
||
0
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||
14,950,000
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
14,950,000
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.5%
|
||
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 6 of 9
|
Item 4.
|
Purpose of Transaction
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 7 of 9
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit 99.5
|
Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.
|
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 8 of 9
|
SACHEM HEAD CAPITAL MANAGEMENT LP | |||
By: Uncas GP LLC, its General Partner
|
|||
|
By:
|
/s/ Scott D. Ferguson | |
Scott D. Ferguson | |||
Managing Member | |||
UNCAS GP LLC
|
|||
|
By:
|
/s/ Scott D. Ferguson | |
Scott D. Ferguson | |||
Managing Member | |||
SACHEM HEAD GP LLC
|
|||
|
By:
|
/s/ Scott D. Ferguson | |
Scott D. Ferguson | |||
Managing Member | |||
|
By:
|
/s/ Scott D. Ferguson | |
Scott D. Ferguson | |||
Managing Member | |||
CUSIP No. 680665205
|
SCHEDULE 13D
|
Page 9 of 9
|
Exhibit Number
|
Description of Exhibits
|
Exhibit 99.1
|
Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.*
|
Exhibit 99.2
|
Form of Engagement and Indemnification Agreement entered into by and between Sachem Head Capital Management LP on behalf of Sachem Head LP and each Nominee.*
|
Exhibit 99.3
|
Trading Data.*
|
Exhibit 99.4
|
Cooperation Agreement, dated February 29, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.*
|
Exhibit 99.5
|
Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.
|
*Previously filed. |
OLIN CORPORATION | |||
|
By:
|
/s/ John E. Fischer |
|
Name: John E. Fischer |
|||
Title: Executive Chairman | |||
SACHEM HEAD CAPITAL MANAGEMENT LP
By: Uncas GP LLC, its general partner
|
||
By:
|
/s/ Scott Ferguson |
|
Name: Scott Ferguson |
||
Title: Managing Partner |
||