Filed pursuant to Rule 433
Issuer Free Writing Prospectus
Registration Statement No. 333-216461
(To the Preliminary Prospectus Supplement dated March 6, 2017)
$500,000,000
Olin Corporation
5.125% Senior Notes due 2027
Term Sheet
March 6, 2017
| Issuer: |
Olin Corporation | |||
| Offering Size: |
$500,000,000 | |||
| Title of Securities: |
5.125% Senior Notes due 2027 (the “Notes”) | |||
| Maturity: |
September 15, 2027 | |||
| Offering Price: |
100.00%, plus accrued interest, if any, from March 9, 2017 | |||
| Coupon: |
5.125% | |||
| Yield to Maturity: |
5.125% | |||
| Gross Proceeds: |
$500,000,000 | |||
| Underwriting Discount: |
1.25% | |||
| Net Proceeds to Issuer before Estimated Expenses: |
$493,750,000 | |||
| Interest Payment Dates: |
March 15 and September 15, commencing September 15, 2017 | |||
| Record Dates: |
March 1 and September 1 | |||
| Optional Redemption: |
Make-whole call at T+50 basis points until March 15, 2022. | |||
| Callable thereafter at the following prices: | ||||
| For the twelve-month period beginning on March 15 of the years indicated below: | ||||
| Year | Percentage | |||
| 2022 | 102.563% | |||
| 2023 | 101.708% | |||
| 2024 | 100.854% | |||
| 2025 and thereafter | 100.000% | |||
| Equity Clawback: |
Up to 35% at 105.125% until March 15, 2020. | |
| Joint Book-Running Managers: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| J.P. Morgan Securities LLC | ||
| Wells Fargo Securities, LLC | ||
| Citigroup Global Markets Inc. | ||
| SMBC Nikko Securities America, Inc. | ||
| PNC Capital Markets LLC | ||
| Scotia Capital (USA) Inc. | ||
| MUFG Securities Americas Inc. | ||
| Co-Manager: |
TD Securities (USA) LLC | |
| Trade Date: |
March 6, 2017 | |
| Settlement Date: |
March 9, 2017 (T+3) | |
| Distribution: |
SEC Registered Offering | |
| CUSIP Number: |
680665 AJ5 | |
| ISIN Number: |
US680665AJ53 | |
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-001, Attention: Prospectus Department, or by email at: dg.prospectus_requests@baml.com.
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.