Filed pursuant to Rule 433
Issuer Free Writing Prospectus
Registration Statement No. 333-216461
(To the Preliminary Prospectus Supplement
dated July 11, 2019)
$750,000,000
Olin Corporation
5.625% Senior Notes due 2029
Term Sheet
July 11, 2019
| Issuer: | Olin Corporation | |||
| Offering Size: | $750,000,000 | |||
| Title of Securities: | 5.625% Senior Notes due 2029 (the “Notes”) | |||
| Maturity: | August 1, 2029 | |||
| Offering Price: | 100.000%, plus accrued interest, if any, from July 16, 2019 | |||
| Coupon: | 5.625% | |||
| Yield to Maturity: | 5.625% | |||
| Gross Proceeds: | $750,000,000 | |||
| Underwriting Discount: | 1.25% | |||
| Net Proceeds to Issuer before Estimated Expenses: | $740,625,000 | |||
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2020 | |||
| Record Dates: | January 15 and July 15 | |||
| Optional Redemption: | Make-whole call at T+50 basis points prior to August 1, 2024.
Callable thereafter at the following prices:
For the twelve-month period beginning on August 1 of the years indicated below: | |||
| Year |
Percentage | |||
| 2024 |
102.813 | % | ||
| 2025 |
101.875 | % | ||
| 2026 |
100.938 | % | ||
| 2027 and thereafter |
100.000 | % | ||
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| Equity Clawback: | Up to 35% at 105.625% until August 1, 2022. | |||
| Joint Book-Running Managers: | J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. MUFG Securities Americas Inc. ING Financial Markets LLC | |||
| Co-Manager: | TD Securities (USA) LLC | |||
| Trade Date: | July 11, 2019 | |||
| Settlement Date: | July 16, 2019 (T+3)1 | |||
| Distribution: | SEC Registered Offering | |||
| CUSIP Number: | 680665 AL0 | |||
| ISIN Number: | US680665AL00 | |||
| 1 | It is expected that delivery of the notes will be made, against payment of the notes, on or about July 16, 2019, which will be the third business day in the United States following the date of pricing of the notes. Under Rule 15c6-1 of the Exchange Act, purchases or sales of securities in the secondary market generally are required to settle within two business days (this settlement cycle being referred to as “T+2”), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on the date hereof will be required, because the notes will settle within three business days (T+3) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade on the date hereof should consult their own legal advisors. |
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the Next-Generation EDGAR System on the SEC web site at www.sec.gov. Interested parties may also obtain a prospectus and the related prospectus supplement from J.P. Morgan Securities LLC by calling toll free at 1-866-803-9204.
The information in this communication is qualified in its entirety by reference to the preliminary prospectus supplement and supplements the information in the preliminary prospectus supplement and supersedes the information in the preliminary prospectus supplement to the extent it is inconsistent with such information. Other information (including financial information) presented in the preliminary prospectus supplement is deemed to have changed to the extent affected by the changes described herein. Before you invest, you should read the preliminary prospectus supplement (including the documents incorporated by reference therein) for more information concerning the Issuer and the Notes.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG EMAIL OR ANOTHER COMMUNICATION SYSTEM.
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