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SECURITIES AND EXCHANGE COMMISSION FORM S-4/A Registration of securities issued in business combination transactions [amend] Filing Date: 2015-08-12 SEC Accession No. 0001193125-15-286786 (HTML Version on secdatabase.com) FILER OLIN CORP Mailing Address Business Address OLIN CORP OLIN CORP CIK:74303| IRS No.: 131872319 | State of Incorp.:VA | Fiscal Year End: 1231 190 CARONDELET PLAZA 190 CARONDELET PLAZA Type: S-4/A | Act: 33 | File No.: 333-203990 | Film No.: 151045162 SUITE 1530 SUITE 1530 SIC: 2800 Chemicals & allied products CLAYTON MO 63105 CLAYTON MO 63105 3144801400 Copyright © 2015 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 2015 REGISTRATION NO. 333-203990 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OLIN CORPORATION (Exact name of registrant as specified in its charter) Virginia 190 Carondelet Plaza, Suite 1530 13-1872319 (State or other jurisdiction of Clayton, Missouri 63105-3443 (I.R.S. Employer incorporation or organization) (314) 480-1400 Identification Number) (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) George H. Pain, Esq. Senior Vice President, General Counsel and Secretary Olin Corporation 190 Carondelet Plaza, Suite 1530 Clayton, Missouri 63105-3443 (314) 480-1400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: George F. Schoen, Esq. George A. Casey, Esq. Cravath, Swaine & Moore LLP Richard B. Alsop, Worldwide Plaza Esq. 825 Eighth Avenue Heiko Schiwek, Esq. New York, New York 10019 Shearman & Sterling (212) 474-1000 LLP 599 Lexington Avenue New York, New York 10022 (212) 848-7333 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable on or after the effective date of this registration statement and after all other conditions to the completion of the exchange offer and merger described herein have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXPLANATORY NOTE Olin Corporation (Olin) is filing this registration statement on Form S-4 (Reg. No. 333-203990) to register shares of its common stock, par value $1 per share, which will be issued in the merger (the Merger) of Blue Cube Acquisition Corp., a Delaware corporation (Merger Sub), which is a wholly-owned subsidiary of Olin, with and into Blue Cube Spinco Inc. (Splitco), which is a wholly-owned subsidiary of The Dow Chemical Company (TDCC), whereby the separate corporate existence of Merger Sub will cease and Splitco will continue as the surviving company and a wholly-owned subsidiary of Olin. The shares of Splitco common stock will be immediately converted into shares of Olin common stock in the Merger. Olin will file a proxy statement that relates to the special meeting of shareholders of Olin to approve the issuance of shares of Olin common stock in the Merger and an amendment to Olins Amended and Restated Articles of Incorporation. In addition, Splitco has filed a registration statement on Form S-4 and Form S-1 (Reg. No. 333-204006) to register shares of its common stock, par value $0.001 per share, which common shares will be distributed to TDCC shareholders pursuant to a spin-off or a split-off in connection with the Merger. TDCC is offering its shareholders the option to exchange their shares of TDCC common stock for shares of Splitco common stock in an exchange offer, which shares would immediately be converted into shares of Olin common stock in the Merger, resulting in a reduction in TDCCs outstanding shares. If the exchange offer is undertaken and consummated but the exchange offer is not fully subscribed because less than all shares of Splitco common stock owned by TDCC are exchanged, the remaining shares of Splitco common stock owned by TDCC would be distributed on a pro rata basis to TDCC shareholders whose shares of TDCC common stock remain outstanding after the consummation of the exchange offer (the clean-up spin). Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this document may change. The exchange offer and issuance of securities being registered pursuant to the registration statement of which this document forms a part may not be completed until the registration statement is effective. This document is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where such offer or sale is not permitted. SUBJECT TO COMPLETION DATED AUGUST 12, 2015 PRELIMINARY PROSPECTUSOFFER TO EXCHANGE THE DOW CHEMICAL COMPANY Offer to Exchange All Shares of Common Stock of BLUE CUBE SPINCO INC. which are owned by The Dow Chemical Company and will be converted into Shares of Common Stock of OLIN CORPORATION for Shares of Common Stock of The Dow Chemical Company The Dow Chemical Company (TDCC) is offering to exchange all shares of common stock of Splitco (Splitco common stock) owned by TDCC for shares of common stock of TDCC (TDCC common stock) that are validly tendered and not properly withdrawn. None of TDCC, Blue Cube Spinco Inc. (Splitco), Olin Corporation (Olin), any of their respective directors or officers or any of their respective representatives makes any recommendation as to whether you should participate in this exchange offer. You must make your own decision after reading this document and consulting with your advisors. TDCCs obligation to exchange shares of Splitco common stock for shares of TDCC common stock is subject to the satisfaction of certain conditions, including conditions to the consummation of the Transactions, which include approval by the shareholders of Olin of the issuance of shares of common stock of Olin (Olin common stock) in the merger and an amendment to Olins Amended and Restated Articles of Incorporation. The Transactions are being undertaken to transfer the Dow Chlorine Products Business from TDCC to Olin. Immediately following the consummation of this exchange offer, a special purpose merger subsidiary of Olin named Blue Cube Acquisition Corp. (Merger Sub) will be merged with and into Splitco, and Splitco, as the surviving company, will become a wholly-owned subsidiary of Olin (the Merger). In the Merger, each issued and outstanding share of Splitco common stock will be converted into the right to receive 0.87482759 shares of Olin common stock. Accordingly, shares of Splitco common stock will not be transferred to participants in this exchange offer; such participants will instead receive shares of Olin common stock in the Merger. No trading market currently exists or will ever exist for shares of Splitco common stock. Immediately after the Merger, approximately 52.7 percent of the outstanding shares of Olin common stock are expected to be held by pre-Merger holders of Splitco common stock and approximately 47.3 percent of the outstanding shares of Olin common stock are expected to be held by pre-Merger holders of Olin common stock. This exchange offer is designed to permit you to exchange your shares of TDCC common stock for a number of shares of Splitco common stock that corresponds to a percent discount in value, calculated as set forth in this document, to the equivalent amount of Olin common stock based on the Merger exchange ratio set forth above. The value of TDCC common stock and Splitco common stock (by reference to Olin common stock) will be determined by TDCC by reference to the simple arithmetic average of the daily volume-weighted average prices (VWAP) on each of the last three trading days of the exchange offer period (not including the expiration date) as it may be voluntarily extended, but not including the last two trading days that are part of any Mandatory Extension (as described below) (Valuation Dates), of TDCC common stock and Olin common stock on The New York Stock Exchange (NYSE).

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