Filing Details
- Accession Number:
- 0000914121-20-003587
- Form Type:
- 13D Filing
- Publication Date:
- 2020-10-02 16:44:09
- Filed By:
- Sachem Head Capital
- Company:
- Olin Corp (NYSE:OLN)
- Filing Date:
- 2020-10-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sachem Head Capital Management | 0 | 14,950,000 | 0 | 14,950,000 | 14,950,000 | 9.5% |
| Uncas GP | 0 | 14,950,000 | 0 | 14,950,000 | 14,950,000 | 9.5% |
| Sachem Head GP | 0 | 9,200,000 | 0 | 9,200,000 | 9,200,000 | 5.8% |
| Scott D. Ferguson | 0 | 14,950,000 | 0 | 14,950,000 | 14,950,000 | 9.5% |
Filing
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Olin Corporation |
| (Name of Issuer) |
| Common Stock, par value $1.00 per share |
| (Title of Class of Securities) |
| 680665205 |
| (CUSIP Number) |
| Michael D. Adamski Sachem Head Capital Management LP 250 West 55th Street, 34th Floor New York, New York 10019 212-714-3300 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Richard M. Brand Joshua A. Apfelroth Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 (212) 504-6000 |
| October 1, 2020 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON OR | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
| Sachem Head Capital Management LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 14,950,000 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 14,950,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,950,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.5% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IA |
| 1 | NAME OF REPORTING PERSON OR | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
| Uncas GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 14,950,000 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 14,950,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,950,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.5% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
| 1 | NAME OF REPORTING PERSON OR | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
| Sachem Head GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 9,200,000 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 9,200,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 9,200,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.8% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
| 1 | NAME OF REPORTING PERSON OR | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | ||
| Scott D. Ferguson | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |
| 0 | |||
| 8 | SHARED VOTING POWER | ||
| 14,950,000 | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| 14,950,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,950,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.5% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on February 24, 2020 (the “Initial 13D”
and, as amended and supplemented through the date of this Amendment No. 2, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $1.00 per share (the “Common Stock”), of Olin Corporation
(the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
The Schedule 13D is hereby amended as follows:
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 6 is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As previously disclosed, on February 29, 2020, the Issuer entered into a cooperation agreement with Sachem Head, on behalf of the Reporting Persons and the Sachem
Head Funds (the “Cooperation Agreement”). On October 1, 2020, the Issuer entered into an Amendment to Cooperation Agreement with Sachem Head, on behalf of the Reporting Persons and the Sachem Head Funds (the “Amendment”).
Pursuant to the Amendment, (i) the Issuer will include Scott Ferguson and William Barnes Hauptfuhrer on the slate of nominees recommended by the Board in the
Issuer’s proxy statement and proxy card relating to the 2021 Annual Meeting, subject to certain conditions being met, and support each in a manner no less rigorous and favorable than the manner in which the Issuer supports any other nominees; (ii)
the Reporting Persons shall, or shall cause their affiliates, associates or representatives to, appear in person or by proxy at the 2021 Annual Meeting and vote all shares of Common Stock over which the Reporting Persons, their affiliates or
associates have voting power in accordance with the Board’s recommendations with respect to (A) the removal or election of directors, (B) any advisory vote on executive compensation, and (C) the ratification of the appointment of KPMG LLP as the
Issuer’s independent registered public accounting firm for the year ending December 31, 2021; (iii) the Reporting Persons agreed to refrain from taking certain actions with respect to the Issuer until the earlier of (x) December 31, 2021 and (y) the
date that is sixty (60) days prior to the last date pursuant to which shareholder nominations for director elections are permitted pursuant to the Bylaws with respect to the 2022 annual meeting of shareholders of the Issuer (including any adjournment
or postponement thereof or any special meeting held in lieu thereof, the “2022 Annual Meeting”) and (iv) the parties agreed to extend the term of the Cooperation Agreement until the 2022 Annual Meeting.
The foregoing summary of the Amendment is qualified in its entirety by reference to the actual language of the Amendment, a copy of
which is filed herewith as Exhibit 99.5 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 99.5 | Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP. |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: October 2, 2020
| SACHEM HEAD CAPITAL MANAGEMENT LP | |||
| By: Uncas GP LLC, its General Partner | |||
| | By: | /s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
| UNCAS GP LLC | |||
| | By: | /s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
| SACHEM HEAD GP LLC | |||
| | By: | /s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
| | By: | /s/ Scott D. Ferguson | |
| Scott D. Ferguson | |||
| Managing Member | |||
INDEX TO EXHIBITS
| Exhibit Number | Description of Exhibits |
| Exhibit 99.1 | Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.* |
| Exhibit 99.2 | Form of Engagement and Indemnification Agreement entered into by and between Sachem Head Capital Management LP on behalf of Sachem Head LP and each Nominee.* |
| Exhibit 99.3 | Trading Data.* |
| Exhibit 99.4 | Cooperation Agreement, dated February 29, 2020, by and between Olin Corporation and Sachem Head Capital Management LP.* |
| Exhibit 99.5 | Amendment to Cooperation Agreement, dated October 1, 2020, by and between Olin Corporation and Sachem Head Capital Management LP. |
| *Previously filed. |