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SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Business Combination Disclosure
SUBSEQUENT EVENT
Acquisition

On October 5, 2015 (the Closing Date), Olin consummated the previously announced merger (the Merger) of our wholly owned subsidiary, Blue Cube Acquisition Corp. (Merger Sub), with and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporation and a wholly owned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, The Dow Chemical Company (TDCC), Merger Sub and Spinco. Pursuant to the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco (the Separation Agreement), prior to the Merger, (1) TDCC transferred its U.S. chlor alkali and vinyl, global chlorinated organics and global epoxy businesses (collectively, the Acquired Business) to Spinco and (2) TDCC distributed Spinco’s stock to TDCC’s shareholders by way of a split-off (the Distribution). Upon consummation of the Transactions contemplated by the Merger Agreement and the Separation Agreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5 million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the outstanding shares of Olin common stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of the outstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin.

The aggregate purchase price for the Acquired Business of $5,069.8 million, subject to certain post-closing adjustments, consisted of $2,568.4 million of cash and debt transferred to TDCC, shares of Olin common stock received by TDCC shareholders valued at approximately $1,527.4 million, plus the assumption of pension liabilities of approximately $418.0 million and long-term debt of $556.0 million. TDCC retained liabilities relating to litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. The value of the common stock was based on the closing stock price on the last trade date prior to the Closing Date of $17.46. The initial accounting for the Transactions (including the allocation of the purchase price to acquired assets and liabilities) is not complete. Our operating results for the three and nine months ended September 30, 2015 and 2014 do not include the results of operations of the Acquired Business.

Prior to the Distribution, TDCC received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (collectively, the Cash and Debt Distribution). On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notes will accrue from October 1, 2015 and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes. To satisfy the cash portion of the Cash and Debt Distribution, TDCC received from Spinco a total of $875.0 million immediately prior to the Distribution.

In connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement and site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. Payments of approximately $39.9 million, subject to certain post-closing adjustments, will be made as a result of the Transactions related to certain liabilities. In addition, Olin and TDCC have agreed in connection with the Transactions to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million upon the closing of the Merger in order to receive ethylene at producer economics and for certain reservation fees for obtaining additional future ethylene supply at producer economics.

On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. The new senior credit facilities will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. The term loan facilities include amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. Under its applicable new senior credit facilities, Olin or Spinco, as the case may be, may select various floating rate borrowing options.  The actual interest rate paid on borrowings under the applicable senior credit facilities is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter.  The facilities include various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).  Compliance with these covenants is determined quarterly based on the operating cash flows for the last four quarters.

On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under which Olin obtained term loans in an aggregate amount of $600.0 million. Loans under the Credit Agreement were made available and borrowed upon on the Closing Date. The Sumitomo Credit Facility will mature three years after the Closing Date and will have no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness outstanding, to pay fees and expenses in connection with the Transactions and for general corporate purposes. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility, which upon effectiveness will increase the aggregate amount of term loans by $200.0 million which is expected to be drawn upon on November 5, 2015. The proceeds will be used to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in Olin’s existing senior credit facilities in respect of the Transactions.

On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of our existing debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Transactions, and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the nine months ended September 30, 2015, we paid debt issuance costs of $19.7 million associated with the Bridge Financing, which are included in interest expense.

During 2015, we expect to incur one-time costs in connection with the Merger and related transactions, including approximately $65 million of advisory, legal, accounting, integration and other professional fees, approximately $45 million of costs associated with the change in control mandatory acceleration of expenses under deferred compensation plans as a result of the Transactions and approximately $30 million of financing-related fees. For the three and nine months ended September 30, 2015, acquisition-related costs included $14.5 million and $35.4 million, respectively, associated with advisory, legal, accounting, integration and other professional fees, and interest expense included $7.7 million and $19.7 million, respectively, for acquisition financing expenses.

In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares.