Olin Lines Up $2.5B Replacement Credit Facilities, Contingent on Huntsman Merger Close

summarizeSummary

Olin signed a merger-contingent credit amendment creating $2.5 billion of replacement facilities — a $750 million term loan and $1.75 billion revolver — with leverage-based pricing and covenants starting at 5.50x. Nothing is drawn until the Huntsman merger closes.

check_boxKey Events · Financing and Capital Events · OLN

• Merger-Contingent $2.5B Facilities Signed

  The Second Amendment to the March 14, 2025 Credit Agreement creates a $750,000,000 senior term loan facility and a $1,750,000,000 senior revolving credit facility. Both become effective only on the Second Amendment Closing Date, which requires consummation of the Olin-Huntsman merger.

• Term Loan Fully Drawn to Refinance

  At closing the term loan is expected to be fully drawn to refinance the existing credit agreement, repay and terminate Huntsman's existing revolving credit facility, and pay fees and expenses, with any remainder for working capital.

• Leverage Covenants Start at 5.50x

  During the collateral period Olin must keep consolidated net leverage at or below 5.50:1.00 through March 31, 2027, stepping down to 4.00:1.00 by March 31, 2029, and interest coverage of at least 2.50:1.00 rising to 3.00:1.00.

• Ticking Fee Rises Over Time

  A ticking fee accrues on new commitments at 0.00% from signing to February 2, 2027, 0.15% from February 2, 2027 to May 3, 2027, and 0.30% thereafter until the earlier of closing and the Agreement Termination Date.

auto_awesomeAnalysis · OLN · Industrial Applications And Services

Merger financing is now locked in on known terms, removing a major execution risk ahead of closing. Olin signed a Second Amendment to its credit agreement that, once the Huntsman merger closes, replaces its existing facilities with a $750 million term loan and a $1.75 billion revolver; the term loan will be fully drawn at closing to refinance existing debt and pay off Huntsman's revolver. Pricing is leverage-based at SOFR plus 1.500%-2.125%, and the covenant package starts loose — 5.50x net leverage through March 2027, stepping down to 4.00x by March 2029 — which is what a combined, more indebted company needs. Nothing is funded yet: the amendment only becomes operational when the merger is consummated, and it terminates automatically if the merger falls apart or the outside date passes. Waiting has a real cost in the ticking fee (0.00% until February 2, 2027, then 0.15%, then 0.30%), and the collateral period means assets stay pledged until Olin certifies 4.00x leverage and 3.00x coverage.