Olin Corporation filed a Form 8-K on October 28, 2026, disclosing that on October 27, 2026, it entered into a Second Amendment to its Credit Agreement and a Fifteenth Amendment to its Amended and Restated Credit and Funding Agreement, both contingent on the closing of its announced merger with Huntsman Corporation.

Key Highlights

  • New term loan facility: The Amended Credit Agreement provides a senior term loan facility of $750,000,000 in aggregate principal amount.
  • New revolving credit facility: A senior revolving credit facility of $1,750,000,000 in aggregate principal amount is also established under the Amended Credit Agreement.
  • Merger condition: The Second Amendment's effectiveness is subject to, among other conditions, the consummation of the previously announced merger with Huntsman Corporation pursuant to an Agreement and Plan of Merger dated June 15, 2026.
  • Interest rate terms: Borrowings will bear interest at SOFR, EURIBOR, or SONIA plus a margin of 1.500% to 2.125%, or at the base rate plus a margin of 0.500% to 1.125%, based on consolidated net leverage ratio.
  • Term loan amortization: Quarterly principal payments will equal 1.250% of the original principal amount per quarter through the fourth anniversary of the closing date, then 1.875% per quarter thereafter.
  • Leverage covenant: During the Collateral Period, Olin must maintain a consolidated net leverage ratio of no more than 5.50 to 1.00 initially, stepping down to 4.00 to 1.00 for the fiscal quarter ending March 31, 2029 and thereafter.
  • Fifteenth Amendment: Olin and Olin Winchester, LLC also amended their PNC Bank credit and funding agreement to align financial maintenance covenants with the Amended Credit Agreement, with bond pricing ranging from 100.0 to 175.0 basis points based on consolidated leverage ratio.

Olin's Amended Credit Facilities Tied to Huntsman Combination

According to the filing, Olin Corporation (NYSE:OLN) entered into the Second Amendment to its Credit Agreement, originally dated March 14, 2025, on October 27, 2026. The administrative and collateral agent is Bank of America, N.A. The filing states that the closing of the Second Amendment and the effectiveness of its amendments are "subject to the satisfaction or waiver of specified conditions, including the consummation of the previously announced merger of equals business combination" between Olin and Huntsman Corporation. The Replacement Credit Facilities are scheduled to mature five years after the Second Amendment Closing Date.

The filing disclosed that the Term Loan Facility "is expected to be fully drawn on the Second Amendment Closing Date," with proceeds intended to refinance loans outstanding under the Existing Credit Agreement, repay all amounts outstanding under and terminate Huntsman's existing revolving credit facility, and pay related fees and expenses. Any remainder is expected to be used for working capital and other general corporate purposes, according to the filing. Borrowings under the Revolving Credit Facility may be made in U.S. dollars, euros, sterling, and certain other currencies, while the Term Loan Facility is limited to U.S. dollars.

The filing also described financial maintenance covenants applicable during what it terms the "Collateral Period." The consolidated interest coverage ratio must be no less than 2.50 to 1.00 for fiscal quarters ending on or prior to September 30, 2027, stepping up to 3.00 to 1.00 for the fiscal quarter ending March 31, 2029 and thereafter. After the Collateral Period, a consolidated net leverage ratio of no more than 4.00 to 1.00 and an interest coverage ratio of not less than 3.00 to 1.00 apply each fiscal quarter. The Fifteenth Amendment to the PNC Bank facility similarly aligns its covenants with those in the Amended Credit Agreement, the filing stated.

What Was Disclosed

Olin Corporation disclosed two credit agreement amendments dated October 27, 2026, establishing a $750,000,000 term loan facility and a $1,750,000,000 revolving credit facility, both contingent on the closing of the merger with Huntsman Corporation, along with related financial maintenance covenants and interest rate terms.