OLN Olin Corp

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SCHEDULE 13D

 

 

 

 

 

 

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SCHEDULE 13D

 

 

 

 

 

 

 

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SCHEDULE 13D

 

 

 

 

 

 

 

 

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SCHEDULE 13D

 

 

 

 

 

 

 

 

 

 

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SCHEDULE 13D

 

 

 

 

 

 

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SCHEDULE 13D

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This Schedule 13D relates to shares of common stock, $1 par value per share (the “Common Stock”), of Olin Corporation, a Delaware corporation (the “Issuer”).  The principal executive office of the Issuer is located at 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105-3443.

(a) This statement is filed by:

(i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to the Common Stock held by certain investment funds it manages (together with the investment funds managed by the other investment managers reporting on this form, the “Portfolio Funds”);

(ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to the Common Stock held by certain investment funds managed by Point72 Asset Management;

(iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to the Common Stock held by certain investment funds it manages;

(iv) EverPoint Asset Management, LLC (“EverPoint Asset Management”) with respect to the Common Stock held by certain investment funds it manages;

(v) Rubric Capital Management, LLC (“Rubric Capital Management”) with respect to the Common Stock held by certain investment funds it manages; and

(iv) Steven A. Cohen with respect to the Common Stock beneficially owned by Point72 Asset Management, L.P., Point72 Capital Advisors Inc., Cubist Systemic Strategies, EverPoint Asset Management and Rubric Capital Management.

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management, Rubric Capital Management and Steven A. Cohen (collectively, the “Reporting Persons”) expressly disclaim beneficial ownership of securities directly beneficially owned by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under the Reporting Persons’ management and control.

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management, Rubric Capital Management and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

(b) The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc., Rubric Capital Management and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) EverPoint Asset Management is 510 Madison Avenue, New York, NY 10022.

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(c) The principal business of each of Point72 Asset Management, Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management is to serve as an investment manager to a variety of private investment funds and to control the investing and trading in securities by these private investment funds.  The principal business of Point72 Capital Advisors Inc. is to serve as the general partner of Point72 Asset Management.  The principal business of Mr. Cohen is to serve as a principal of Point72 Asset Management and other affiliated entities.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management are Delaware limited liability companies.  Mr. Cohen is a United States citizen.

The Portfolio Funds expended an aggregate of approximately $120,783,053.98 of investment capital to purchase the 4,060,154 shares of Common Stock reported hereby.  Such transactions were effected in open market purchases in the ordinary course of business and are held by the Portfolio Funds in commingled margin accounts, maintained at Goldman Sachs & Co., Credit Suisse First Boston, Morgan Stanley & Co. and Citigroup, which may extend margin credit to the Portfolio Funds as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account.  The margin accounts may from time to time have debit balances.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.

Item 4. Purpose of Transaction.

On March 27, 2015, the Issuer filed a Form 8-K with the Securities and Exchange Commission stating that it had entered into an Agreement and Plan of Merger with The Dow Chemical Company (“TDCC”), pursuant to which a wholly-owned subsidiary of TDCC  (“Splitco”) comprising certain chemical businesses will be merged with and into a subsidiary of the Issuer, with Splitco surviving as a wholly-owned subsidiary of the Issuer.  As part of the plan of merger, prior to the merger TDCC will issue the shares of Splitco to TDCC shareholders as part of an exchange and distribution plan.  Upon consummation of the merger, each issued and outstanding share of Splitco common stock (except shares of Splitco common stock held by Splitco as treasury stock) will be converted into the right to receive approximately 0.87 shares of common stock of the Issuer.  The Issuer expects that immediately after, and as a result of, the merger approximately 53 percent of the outstanding shares of the Issuer will be held by pre-merger holders of Splitco common stock.

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The shares of Common Stock subject to this Schedule 13D were acquired for investment purposes, in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Issuer.

As part of the Reporting Persons’ continuing evaluation of, and preservation of the value of the Portfolio Funds’ investment in the Common Stock of the Issuer, the Reporting Persons may from time to time (i) engage in discussions with certain persons, including, without limitation, management or representatives, the Issuer’s board of directors, other shareholders of the Issuer and other relevant parties, concerning matters with respect to the investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer and (ii) write letters to, and respond to inquiries from, various parties including, without limitation, the Issuer’s board of directors, management or representatives, other shareholders and other persons or entities regarding the Issuer’s affairs.

Depending on various factors, including, the Issuer’s financial position and strategic direction, the outcome of the matters referenced above, actions taken by the board of directors, price levels of the Common Stock, other available investment opportunities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Portfolio Funds and/or other investment funds managed by one or more of the Reporting Persons with respect to the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in this Item 4 of Schedule 13D and may, from time to time, cause the Portfolio Funds and/or other investment funds managed by one or more of the Reporting Persons to acquire additional Common Stock, dispose of some or all of their Common Stock, engage in short-selling, hedging or similar transactions with respect to the Common Stock, and/or continue to hold Common Stock. Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

(a) As of the close of business on June 30, 2015, the Reporting Persons beneficially owned an aggregate of 4,060,154 shares of Common Stock, representing approximately 5.2% of the shares of Common Stock outstanding.  The percentages used herein are based upon 77,513,605 shares of Common Stock reported to be outstanding, as of April 30, 2015, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015.

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Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systemic Strategies, EverPoint Asset Management, Rubric Capital Management and Mr. Cohen own directly no shares of Common Stock.    Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Pursuant to an investment management agreement, EverPoint Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Pursuant to an investment management agreement, Rubric Capital Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Rubric Capital Management.  By reason of the provisions of Rule 13d-3 of the Act, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 1,534,300 shares of Common Stock (constituting approximately 2.0% of the shares of Common Stock outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 3,391 shares of Common Stock (constituting less than 0.1% of the shares of Common Stock outstanding); (iii) EverPoint Asset Management and Mr. Cohen may be deemed to beneficially own 847,463 shares of Common Stock (constituting approximately 1.1% of the shares of Common Stock outstanding); and (iv) Rubric Capital Management and Mr. Cohen may be deemed to beneficially own 1,675,000 shares of Common Stock (constituting approximately 2.2% of the shares of Common Stock outstanding).

(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of shares of Common Stock.

(i) Point72 Asset Management has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,534,300 shares of Common Stock, constituting 2.0% of such class of securities;

(ii) Point72 Capital Advisors Inc. has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,534,300 shares of Common Stock, constituting 2.0% of such class of securities;

(iii) Cubist Systematic Strategies has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 3,391 shares of Common Stock, constituting less than 0.1% of such class of securities;

(iv) EverPoint Asset Management has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 847,463 shares of Common Stock, constituting 1.1% of such class of securities;

(v) Rubric Capital Management has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,675,000 shares of Common Stock, constituting 2.2% of such class of securities; and

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(vi) Steven A. Cohen has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 4,060,154 shares of Common Stock, constituting 5.2% of such class of securities.

(c) Information concerning transactions in the shares of Common Stock effected by the Portfolio Funds during the past 60 days is set forth in Schedule A hereto and is incorporated herein by reference.  All of such transactions were effected in open market transactions through various brokerage entities on the New York Stock Exchange.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly beneficially owned by the Portfolio Funds.

(e) Not applicable.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

The Portfolio Funds may, from time to time, enter into and dispose of cash-settled equity swaps, contracts or other similar derivative contracts with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock, the relative value of shares of Common Stock in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which shares of Common Stock may be included, or a combination of any of the foregoing. The Portfolio Funds currently have short exposure to an aggregate of 34,951 shares of Common Stock through such contracts.   In addition to the shares of Common Stock reported herein, the Portfolio Funds currently have long exposure to an aggregate of 54,250 shares of Common Stock through such contracts.  These contracts do not give the Reporting Persons, or the Portfolio Funds, direct or indirect voting, investment or dispositive control over any securities of the Issuer.  Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts.

1.   Schedule A - Sixty Day Trading History

2.   Exhibit 99.1 - Joint Filing Agreement

 

 

 

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SIXTY DAY TRADING HISTORY

The amounts reported in the “Weighted Average Price” column in the table below reflect a weighted average price for the shares of Common Stock purchased or sold by an investment fund managed by the Reporting Person indicated.  The shares of Common Stock were purchased or sold, as applicable, in multiple transactions, each at a price within the ranges of price set forth in the “Range of Prices” column in the table below. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges of prices set forth in the table below. 

 

 

 

 

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The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: July 1, 2015

POINT72 ASSET MANAGEMENT, L.P.

By: /s/ Kevin J. O'Connor                           

Name:  Kevin J. O’Connor

Title:  Authorized Person

POINT72 CAPITAL ADVISORS, INC.

CUBIST SYSTEMATIC STRATEGIES, LLC

EVERPOINT ASSET MANAGEMENT, LLC

RUBRIC CAPITAL MANAGEMENT, LLC

STEVEN A. COHEN