ACQUISITIONS |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Business Combination [Text Block] | NOTE 3. ACQUISITIONS On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million. The acquisition, which includes AMMO Inc.’s brass shellcase capabilities and its 185,000 square foot production facility located in Manitowoc, WI, is included in Olin’s Winchester segment. The acquisition was financed with cash on hand. We recorded the final aggregate excess purchase price over the fair value of identifiable tangible assets acquired and liabilities assumed, which included a final allocation of $4.1 million of goodwill allocated to our Winchester segment. The total assets acquired, including goodwill, and liabilities assumed amounted to $62.2 million and $6.4 million, respectively. The acquisition is not material and therefore supplemental pro forma financial information is not provided. On June 15, 2026, Olin entered into a definitive agreement (the Merger Agreement) with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger) to form a combined company, OlinHuntsman Corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock. Upon completion of the Merger, existing Olin shareholders are expected to own approximately 54.5% of the combined company and existing Huntsman stockholders are expected to own approximately 45.5% of the combined company. On August 25, 2026, the shareholders of Olin and stockholders of Huntsman each respectively approved the proposals necessary to complete the Merger. Additionally, the waiting period under the U.S. Hart-Scott-Rodino Act expired. The Merger is expected to close in the first quarter of 2027, subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions specified in the Merger Agreement. On October 27, 2026, Olin executed a second amendment to its existing 2025 Senior Credit Facility (see definitions related to Olin’s existing 2025 Senior Credit Facility within Note 10, “Debt”), and as previously amended, the Senior Secured Credit Facility, which will provide for a $2,500.0 million senior secured credit facility (the OlinHuntsman Credit Facility) on the closing date of the Merger (the Closing Date), subject to consummation of the Merger and the satisfaction or waiver of certain customary closing conditions set forth in the second amendment. The OlinHuntsman Credit Facility provides OlinHuntsman with a new term loan facility with aggregate commitments of $750.0 million (OlinHuntsman Term Loan), which will replace our existing $650.0 million Secured Term Loan Facility, and a revolving credit facility with aggregate commitments of $1,750.0 million (OlinHuntsman Revolver), which will replace our existing $1,200.0 million Senior Secured Revolving Credit Facility and Huntsman’s existing revolving credit facility. The OlinHuntsman Term Loan requires principal amortization payments beginning with the first full fiscal quarter ending after the Closing Date, at a rate of 1.250% per quarter through the fiscal quarter that includes the fourth annual anniversary of the Closing Date, increasing to 1.875% per quarter thereafter until maturity. The OlinHuntsman Credit Facility is scheduled to mature on the date that is five years after the Closing Date. The amendment requires that the obligations under the OlinHuntsman Credit Facility be guaranteed by certain of our subsidiaries, including certain subsidiaries of Huntsman. The obligations under the OlinHuntsman Credit Facility are also secured by first priority liens on certain assets of Olin and the guarantors, subject to customary exceptions. Under the OlinHuntsman Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the OlinHuntsman Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms set forth in the OlinHuntsman Credit Facility for the prior fiscal quarter. The OlinHuntsman Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of secured debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). The OlinHuntsman Term Loan is expected to be fully drawn on the Closing Date. The proceeds of the OlinHuntsman Term Loan and of any revolving loans made on that date are expected to be used to refinance the loans and commitments outstanding under the Senior Secured Credit Facility, to repay all amounts outstanding under and terminate Huntsman’s existing revolving credit facility and to pay related fees and expenses. For the three and nine months ended September 30, 2026, we incurred acquisition-related costs of $13.7 million and $24.3 million, respectively, which included costs associated with advisory, legal, accounting, and other professional fees.
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