form8ksunbeltpressrel022811.htm

Attached as Exhibit 99.1 and incorporated herein by reference, is a copy of the registrant’s press release dated February 28, 2011 announcing that Olin Corporation (Olin) acquired PolyOne Corporation’s (PolyOne) 50% interest in the SunBelt Chlor Alkali Partnership for $132.3 million in cash plus the assumption of a PolyOne guarantee related to the Partnership debt. With this acquisition Olin becomes the 100% owner of SunBelt. The parties also agreed to a three year earn out based on the performance of SunBelt. At December 31, 2010 SunBelt had $85.3 million of debt outstanding. In conjunction with this transaction Olin expects to record a non-cash, pretax gain, in excess of $80 million, associated with the revaluation of its existing 50% interest in the SunBelt partnership.

The SunBelt chlor alkali plant, which is located within Olin’s McIntosh, Alabama facility, has approximately 350,000 tons of membrane technology capacity. During 2010 the Partnership generated approximately $70 million of earnings before interest, taxes, depreciation and amortization (EBITDA). Olin expects the acquisition to be accretive to EBITDA and earnings in 2011.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Press Release dated February 28, 2011

Safe Harbor Statement

This report contains forward-looking statements, including an estimate of the non-cash, pretax gain to be recognized and the effects of the acquisition on 2011 EBITDA and earnings. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to, the impact of accounting rules, the risks inherent in integrating any acquisition and other risks described in the Company’s SEC filings, including those discussed under the heading “Risk Factors” in the Company’s Form 10-K for th e fiscal year ended December 31, 2010. The Company undertakes no obligation to revise or update any forward looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OLIN CORPORATION

By: /s/ George H. Pain

Name: George H. Pain

Title: Senior Vice President, General Counsel and Secretary

Date: February 28, 2011

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated February 28, 2011

EX-99.1 2 sunbeltpressrel022811.htm PRESS RELEASE DATED FEBRUARY 28, 2011 sunbeltpressrel022811.htm

Exhibit 99.1

Investor Contact: Larry P. Kromidas

(618) 258-3206

Email: lpkromidas@olin.com

News

Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105-3443

FOR IMMEDIATE RELEASE

Olin Acquires PolyOne’s Interests in Sunbelt Partnership

Clayton, MO, February 28, 2011 – Olin Corporation (NYSE: OLN) announced today that it has acquired PolyOne Corporation’s 50% interest in the SunBelt Chlor Alkali Partnership for $132.3 million in cash plus the assumption of a PolyOne guarantee related to the Partnership debt. With this acquisition Olin becomes the 100% owner of SunBelt. The parties have also agreed to a three year earn out based on the performance of SunBelt. At December 31, 2010 SunBelt had $85.3 million of debt outstanding. In conjunction with this transaction Olin expects to record a non-cash, pretax gain, in excess of $80 million, associated with the revaluation of its existing 50% interest in the SunBelt partners hip.

COMPANY DESCRIPTION

Olin Corporation is a manufacturer concentrated in two business segments: Chlor Alkali Products and Winchester. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and bleach products. Winchester products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

Click here for more information on Olin.

Forward Looking Statements

This press release contains forward-looking statements, including an estimate of the non-cash, pretax gain to be recognized and the effects of the acquisition on 2011 EBITDA and earnings. All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to, the impact of accounting rules, the risks inherent in integrating any acquisition and other risks described in the Company’s SEC filings, including those discussed under the heading “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2010. The Company undertakes no obligation to revise or update any forward looking statements.

2011-03

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Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices)	63105-3443 (Zip Code)

(314) 480-1400 (Registrant's telephone number, including area code)