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DEBT
12 Months Ended
Dec. 31, 2021
Debt Instruments [Abstract]  
DEBT
NOTE 11. DEBT
December 31,
20212020
Notes payable:($ in millions)
Variable-rate Senior Term Loans, due 2024 (1.604% and 4.125% at December 31, 2021 and 2020, respectively)$350.0 $500.0 
Variable-rate Recovery Zone bonds, due 2024-2035 (1.100% and 3.625% at December 31, 2021 and 2020, respectively)103.0 103.0 
Variable-rate Go Zone bonds, due 2024 (1.100% and 3.625% at December 31, 2021 and 2020, respectively)50.0 50.0 
Variable-rate Industrial development and environmental improvement obligations, due 2025 (0.17% and 0.21% at December 31, 2021 and 2020, respectively)2.9 2.9 
10.00% senior notes, due 2025— 500.0 
9.75% senior notes, due 2023— 120.0 
9.50% senior notes, due 2025108.6 500.0 
5.625% senior notes, due 2029669.3 750.0 
5.50% senior notes, due 2022200.0 200.0 
5.125% senior notes, due 2027500.0 500.0 
5.00% senior notes, due 2030515.3 550.0 
Receivables Financing Agreement (See Note 6)300.0 125.0 
Finance lease obligations3.0 4.3 
Total notes payable2,802.1 3,905.2 
Deferred debt issuance costs(22.5)(37.4)
Unamortized bond original issue discount(0.3)(2.2)
Interest rate swaps— (1.8)
Total debt2,779.3 3,863.8 
Amounts due within one year201.1 26.3 
Total long-term debt$2,578.2 $3,837.5 

Senior Credit Facility

On February 24, 2021, we entered into a $1,615.0 million senior secured credit facility (Senior Credit Facility) that amended our existing $1,300.0 million senior secured credit facility. On July 28, 2021, the liens on the collateral provided under the Senior Credit Facility were released based on the achievement of a net leverage ratio below 3.50 for the prior two consecutive fiscal quarters. The Senior Credit Facility includes a senior delayed-draw term loan facility with aggregate commitments of $315.0 million (2021 Delayed Draw Term Loan), a senior term loan facility with aggregate commitments of $500.0 million (2020 Term Loan and together with the 2021 Delayed Draw Term Loan, the Senior Term Loans) and a senior revolving credit facility with aggregate commitments in an amount equal to $800.0 million (Senior Revolving Credit Facility). The maturity date for the Senior Credit Facility is July 16, 2024. The amendment modified the pricing grid for the Senior Credit Facility by reducing applicable interest rates on the borrowings under the facility.

On March 30, 2021, Olin drew the entire $315.0 million of the 2021 Delayed Draw Term Loan and used the proceeds to fund the redemption of the 10.00% senior notes due October 15, 2025. During the year ended December 31, 2021, we repaid $465.0 million of the Senior Term Loans. These repayments satisfied all future required quarterly installments of the Senior Term Loans. The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At December 31, 2021, we had $799.6 million available under our $800.0 million Senior Revolving Credit Facility because we had issued $0.4 million of letters of credit.
On May 8, 2020, we entered into a $1,300.0 million senior secured credit facility (Senior Secured Credit Facility) that amended our then existing five-year, $2,000.0 million senior credit facility. The Senior Secured Credit Facility included a senior secured delayed-draw term loan facility with aggregate commitments of $500.0 million (2020 Delayed Draw Term Loan) and a senior secured revolving credit facility with aggregate commitments in an amount equal to $800.0 million (Senior Secured Revolving Credit Facility). The maturity date for the Senior Secured Credit Facility was July 16, 2024. The amendment modified the financial covenants of the Senior Secured Credit Facility to be less restrictive and expanded the permitted use of proceeds of the 2020 Delayed Draw Term Loan to include general corporate purposes.

The amendment also required that the obligations under the Senior Secured Credit Facility be guaranteed by certain of our domestic subsidiaries, which were also guarantors of Olin’s outstanding notes, with the exception of the $200.0 million senior notes due 2022. The obligations under the Senior Secured Credit Facility were also secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property (Collateral), other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions. The amendment provided that substantially all guarantees under the Senior Secured Credit Facility and liens on the Collateral could be released when our net leverage ratio was below 3.50 to 1.00 for two consecutive fiscal quarters.

On October 15, 2020, Olin drew the entire $500.0 million of the 2020 Delayed Draw Term Loan. The 2020 Delayed Draw Term Loan included principal amortization amounts payable beginning the quarter ending after the facility was fully drawn 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 the Senior Credit Facility, we may select various floating-rate borrowing options. The actual interest rate paid on borrowings under the Senior Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. The Senior Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). The calculation of debt in our net leverage ratio excludes borrowings under the Receivables Financing Agreement, up to a maximum of $250.0 million, and is reduced by all unrestricted cash and cash equivalents. Compliance with these covenants is determined quarterly. We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2021, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the Receivables Financing Agreement. As of December 31, 2021, there were no covenants or other restrictions that limited our ability to borrow.

Senior Notes and Other Financing

During 2021 and 2020, activity of our outstanding debt included:
Long-term Debt Borrowings (Repayments)
Loss on Debt Extinguishment(1)
Long-term Debt Borrowings (Repayments)
Loss on Debt Extinguishment(1)
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Debt Instrument($ in millions)
Borrowings:
Senior Term Loans$315.0 $675.0 
Receivables Financing Agreement225.0 655.0 
9.50% senior notes due 2025— 497.5 
Total borrowings$540.0 $1,827.5 
Repayments:
10.00% senior notes due 2025$(500.0)$30.9 $— $— 
9.50% senior notes due 2025(391.4)103.8 — — 
9.75% senior notes due 2023(120.0)3.7 (600.0)20.4 
5.625% senior notes due 2029(80.7)9.0 — — 
5.00% senior notes due 2030(34.7)2.8 — — 
Senior Term Loans(465.0)2.0 (175.0)— 
Receivables Financing Agreement(50.0)— (530.0)— 
Finance leases(1.3)— (2.2)— 
Total repayments$(1,643.1)$152.2 $(1,307.2)$20.4 
Long-term debt (repayments) borrowings, net$(1,103.1)$520.3 

(1) Loss on debt extinguishment is included as interest expense in the consolidated statements of operations. The loss includes the payment of bond redemption premiums of $137.7 million and $14.6 million for the years ended December 31, 2021 and 2020, respectively, as well as the write-off of deferred debt issuance costs, write-off of bond original issue discount and recognition of deferred fair value interest rate swap losses of $14.5 million and $5.8 million for the years ended December 31, 2021 and 2020, respectively, associated with the optional prepayment of existing debt. The cash payments related to the early redemption premiums for the debt extinguishments are classified as cash outflows from financing activities on the consolidated statements of cash flows for year ended December 31, 2021 and 2020. The consolidated statements of cash flows for the year ended December 31, 2020 reflects the correction of previously presented early redemption premiums, which increased cash flows from net operating activities and decreased cash flows from net financing activities by $14.6 million.

In the fourth quarter of 2021, we completed a cash tender offer to purchase a principal amount of $391.4 million of the outstanding 9.50% Senior Notes due 2025 (2025 Notes). This action resulted in total redemption premiums of $99.4 million. The 2025 Notes were redeemed by drawing $150.0 million of the Receivables Financing Agreement along with utilizing cash on hand.

During the year ended December 31, 2021, we repurchased, through open market transactions, a principal amount of $80.7 million of the outstanding aggregate principal amount of 5.625% senior notes due August 1, 2029 (2029 Notes) and $34.7 million of the outstanding aggregate principal amount of 5.00% senior notes due February 1, 2030 (2030 Notes). These actions resulted in total redemption premiums of $10.4 million.

On March 31, 2021, Olin redeemed $315.0 million of the outstanding 10.00% senior notes due October 15, 2025 (Blue Cube 2025 Notes) and on May 14, 2021, Olin redeemed the remaining $185.0 million of the outstanding Blue Cube 2025 Notes. The Blue Cube 2025 Notes were redeemed at 105.00% of the principal amount of the Blue Cube 2025 Notes, resulting in a redemption premium of $25.0 million. The Blue Cube 2025 Notes were redeemed by drawing $315.0 million of the Delayed Draw Term Loan along with utilizing cash on hand.

On January 15, 2021, Olin redeemed the remaining $120.0 million of the outstanding 9.75% senior notes due 2023 (2023 Notes). The 2023 Notes were redeemed at 102.438% of the principal amount of the 2023 Notes, resulting in a redemption premium of $2.9 million. The remaining 2023 Notes were redeemed by utilizing $122.9 million of cash on hand.
On October 15, 2020, Olin redeemed $600.0 million of the outstanding 2023 Notes. The 2023 Notes were redeemed at 102.438% of the principal amount of the 2023 Notes, resulting in a redemption premium of $14.6 million. The 2023 Notes were redeemed by drawing $500.0 million of the Delayed Draw Term Loan Facility along with utilizing $114.6 million of cash on hand.

On May 19, 2020, Olin issued $500.0 million aggregate principal amount of 9.50% senior notes due June 1, 2025 (2025 Notes). The 2025 Notes were issued at 99.5% of par value, the discount from which is included within long-term debt in the consolidated balance sheets. Interest on the 2025 Notes is payable semi-annually beginning on December 1, 2020. Proceeds from the 2025 Notes were used for general corporate purposes.

For the years ended December 31, 2021, 2020 and 2019, we recognized interest expense of $14.5 million, $5.8 million and $2.8 million, respectively, for the write-off of deferred debt issuance costs, write-off of bond original issue discount and recognition of deferred fair value interest rate swap losses.

For the years ended December 31, 2021, 2020 and 2019, we paid debt issuance costs of $3.9 million, $10.3 million and $16.6 million, respectively, related to financing transactions.

At December 31, 2021, we had total letters of credit of $81.1 million outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility.  The letters of credit are used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure and post-closure obligations, certain international payment obligations and certain international pension funding requirements.

Annual maturities of long-term debt, including finance lease obligations, are $201.1 million in 2022, $1.0 million in 2023, $720.8 million in 2024, $111.7 million in 2025, $83.0 million in 2026 and a total of $1,684.5 million thereafter.