Current Report Filing (8-k)
June 20 2023 - 9:05AM
Edgar (US Regulatory)
0000074303false00000743032023-06-202023-06-20
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): June 20, 2023
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia | 1-1070 | 13-1872319 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
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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): |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 |
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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). |
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☐ | Emerging growth company |
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☐ | 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. |
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Item 2.02. | Results of Operations and Financial Conditions |
On June 20, 2023, Olin Corporation (“Olin”) issued a press release announcing an updated outlook for the second quarter ended June 30, 2023. Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of Olin’s press release dated June 20, 2023.
In accordance with General Instruction B.2. of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
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Item 2.05. | Costs Associated with Exit or Disposal Activities. |
As part of its continuing strategy to optimize the epoxy resin business, Olin announced today its management’s decision to cease all operations at its Gumi, South Korea facility, reduce epoxy resin and upstream capacity at its Freeport, Texas facility, and reduce its sales and support staffing across Asia. These actions are expected to be substantially completed by December 31, 2023. Together with the restructuring actions announced on March 21, 2023, the foregoing actions will complete the rightsizing plan of its epoxy business.
In the second quarter of 2023, Olin expects to incur approximately $12 million of restructuring charges under this action plan, of which approximately $6 million of these restructuring charges represent non-cash asset impairment of equipment and facility. Approximately $6 million in cash charges include employee severance and related benefit costs and contract termination costs, which are expected to be paid over the next year.
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Item 2.06. | Material Impairments. |
The disclosures under Item 2.05 are incorporated by reference into this Item 2.06.
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Item 7.01. | Regulation FD Disclosure. |
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Olin’s press release dated June 20, 2023.
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Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibit No. | Exhibit |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| OLIN CORPORATION |
| By: | /s/ Dana O’Brien |
| | Name: | Dana O’Brien |
| | Title: | Senior Vice President, General Counsel and Secretary |
Date: June 20, 2023
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