8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2019

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

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	63105
(Address of principal executive offices)				(Zip Code)

(314) 480-1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value per share		OLN	New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.05.    Costs Associated with Exit or Disposal Activities.

On December 11, 2019, Olin Corporation (Registrant) announced that it plans to permanently shut down a chlor alkali plant with a capacity of 230,000 tons and its Vinylidene Chloride (VDC) production facility, both in Freeport, Texas. These closures are expected to be completed before the end of 2020.

As a result of these production reductions, Registrant is forecasting fourth quarter 2019 results will contain approximately $65 million of pretax non-cash restructuring charges, representing asset impairment charges.

Item 2.06.    Material Impairments.

As noted in Item 2.05 above, Registrant plans to permanently shut down a chlor alkali plant with a capacity of 230,000 tons and its VDC production facility, both in Freeport, Texas. On December 11, 2019, Registrant concluded that it expects to recognize an impairment loss of approximately $65 million related to these closures. Although Registrant expects that property, plant and equipment will be impaired, it believes that all of the impairment charges will be non-cash charges.

Item 7.01.    Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Olin disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Registrant’s press release dated December 11, 2019 announcing fourth quarter 2019 results will contain approximately $65 million of pretax non-cash restructuring charges. These charges are associated with plans to permanently shut down a chlor alkali plant with a capacity of 230,000 tons and its VDC production facility, both in Freeport, Texas. When completed, these actions are forecast to reduce Registrant’s annual operating costs by approximately $35 million.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibit No.	Exhibit
99.1	Press Release dated December 11, 2019 announcing facility closures.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

OLIN CORPORATION
By:	/s/ Eric A. Blanchard
	Name:	Eric A. Blanchard
	Title:	Vice President, General Counsel and Secretary

Date: December 11, 2019

EX-99.1

Exhibit 99.1

For more information

Investor Contact: Logan L. Bonacorsi

314-719-1755

llbonacorsi@olin.com

News

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

Olin Announces Facility Closures

CLAYTON, MO, December 11, 2019 - Olin Corporation (NYSE: OLN) announced today that it plans to permanently shut down a chlor alkali plant with a capacity of 230,000 tons and shut down its Vinylidene Chloride (VDC) production facility, both in Freeport, Texas. These closures are expected to be completed before the end of 2020. When completed, these actions are forecast to reduce Olin’s annual operating costs by approximately $35 million. Olin’s fourth quarter 2019 results will contain approximately $65 million of pretax non-cash restructuring charges, representing asset impairment charges, associated with these plans.

“With today’s announcement we have taken necessary steps to reduce our annual fixed costs, align our production capacity with the current needs of the marketplace and focus on the chlorine derivatives that generate the most value for the organization,” said John E. Fischer, Chairman, President and Chief Executive Officer.

COMPANY DESCRIPTION

Olin Corporation is a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach and hydrochloric acid. Winchester's principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

Visit www.olin.com for more information on Olin.

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “project,” “estimate,” “forecast,” “optimistic,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2018, include, but are not limited to, the following:

• sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as ammunition, vinyls, urethanes, and pulp and paper, and the migration by United States customers to foreign locations;

• the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

• our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;

• higher-than-expected raw material, energy, transportation, and/or logistics costs;

• failure to control costs or to achieve targeted cost reductions;

• new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;

• the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;

• complications resulting from our multiple enterprise resource planning systems and the conversion to a new system;

• changes in, or failure to comply with, legislation or government regulations or policies;

• the failure or an interruption of our information technology systems;

• economic and industry downturns that result in diminished product demand and excess manufacturing capacity in any of our segments and that, in many cases, result in lower selling prices and profits;

• the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;

• unexpected litigation outcomes;

• adverse changes in international markets, including economic, political or regulatory changes;

• weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;

• failure to attract, retain and motivate key employees;

• our substantial amount of indebtedness and significant debt service obligations;

• costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;

• our long range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets; and

• adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital.

All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

2019-23

XML

Document and Entity Information	Dec. 11, 2019
Cover page.
Entity Registrant Name	OLIN CORPORATION
Entity Central Index Key	0000074303
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 11, 2019
Entity Incorporation, State or Country Code	VA
Entity File Number	1-1070
Entity Tax Identification Number	13-1872319
Entity Address, Address Line One	190 Carondelet Plaza,
Entity Address, Address Line Two	Suite 1530
Entity Address, City or Town	Clayton,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	480-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	OLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false