OLIN CorpOLN
OLIN Corp Debt Disclosure
NOTE 11. DEBT
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Financing Obligations | ($ in millions) | ||||||||||
| Fixed-rate Financing | |||||||||||
9.50% senior notes, due 2025 (2025 Notes) | $ | — | $ | 108.6 | |||||||
5.125% senior notes, due 2027 (2027 Notes) | — | 500.0 | |||||||||
5.625% senior notes, due 2029 | 669.3 | 669.3 | |||||||||
5.00% senior notes, due 2030 | 515.3 | 515.3 | |||||||||
6.625% senior notes, due 2033 (2033 Notes) | 600.0 | — | |||||||||
| Variable-rate Financing | |||||||||||
Term Loan Facilities (5.438% and 6.057% at December 31, 2025 and 2024, respectively) | 637.8 | 332.5 | |||||||||
Revolving Credit Facilities 5.438% and 6.057% at December 31, 2025 and 2024, respectively) | — | 170.0 | |||||||||
| Receivables Financing Agreements | 340.0 | 475.0 | |||||||||
Recovery zone bonds (4.938% and 5.557% at December 31, 2025 and 2024, respectively) | 83.0 | 83.0 | |||||||||
Industrial development and environmental improvement obligations (5.00% at December 31, 2024) | — | 2.9 | |||||||||
| Other: | |||||||||||
| Deferred debt issuance costs | (18.1) | (14.3) | |||||||||
| Unamortized bond original issue discount | — | (0.1) | |||||||||
| Total debt | 2,827.3 | 2,842.2 | |||||||||
| Amounts due within one year | 109.7 | 129.0 | |||||||||
| Total long-term debt | $ | 2,717.6 | $ | 2,713.2 | |||||||
Senior Notes and Senior Credit Facilities
On March 14, 2025, Olin issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. Interest on the 2033 Notes is paid semi-annually and began on October 1, 2025.
On March 14, 2025, Olin entered into a $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030. The 2025 Senior Credit Facility includes a term loan facility with aggregate commitments of $650.0 million (2025 Term Loan Facility) and a revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility).
The 2025 Term Loan Facility replaced Olin’s then-existing $350.0 million term loan facility (2022 Term Loan Facility, and collectively with the 2025 Term Loan Facility, the Term Loan Facilities). The 2025 Term Loan Facility requires principal amortization payments that began on June 30, 2025 at a rate of 0.625% per quarter through March 31, 2027, increasing to 1.250% per quarter thereafter, until maturity, and was fully drawn on the closing date.
The 2025 Revolving Credit Facility replaced Olin’s then-existing $1,200.0 million revolving credit facility (2022 Revolving Credit Facility, and collectively with the 2025 Revolving Credit Facility, the Revolving Credit Facilities). The 2025 Revolving Credit Facility includes a $100.0 million letter of credit subfacility.
Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 2025 Notes, redeem the $500.0 million 2027 Notes, refinance the then-existing 2022 Senior Credit Facility, comprised of $505.0 million of borrowings under the 2022 Revolving Credit Facility and $332.5 million of borrowings under the 2022 Term Loan Facility, and pay related fees and expenses.
During the second quarter of 2024, we utilized our 2022 Revolving Credit Facility to repay $50.0 million of Go Zone and $20.0 million of Recovery Zone tax-exempt variable-rate bonds.
We were in compliance with all covenants and restrictions under all our outstanding debt agreements as of December 31, 2025, and no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As of December 31, 2025, as a result of our restrictive covenant related to the leverage ratio, the maximum additional borrowings available to us were $825.3 million. This limitation would
restrict our ability to borrow the maximum amounts available under the 2025 Revolving Credit Facility and the 2024 Receivables Financing Agreement. As of December 31, 2025, there were no other covenants or restrictions that would have limited our ability to borrow.
Subsequent Event
On February 19, 2026, we executed an amendment to the 2025 Senior Credit Facility (Senior Secured Credit Facility) which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries. The Senior Secured Credit Facility maintained the 2025 Term Loan Facility, as amended (Secured Term Loan Facility), and the 2025 Revolving Credit Facility, as amended (Senior Secured Revolving Credit Facility). The amendment required all remaining principal amortization payments under the Secured Term Loan Facility to be satisfied. Borrowings under the Senior Secured Revolving Credit Facility were used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility. The maturity date for the Senior Secured Credit Facility remained March 14, 2030.
The amendment requires that the obligations under the Senior Secured Credit Facility be guaranteed by certain of our domestic subsidiaries. The obligations under the Senior Secured Credit Facility are also secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property (Collateral), other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions. The amendment provides that substantially all guarantees under the Senior Secured Credit Facility and liens on Collateral be released automatically upon notice by Olin, or after September 30, 2027, upon which time all covenant reliefs expire.
Under the Senior Secured Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the Senior Secured Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. The Senior Secured 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 calculation of secured debt in our net leverage ratio excludes borrowings under the 2024 Receivables Financing Agreement, up to a maximum of $425.0 million.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of the date of the amendment, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Secured Revolving Credit Facility and the 2024 Receivables Financing Agreement. Upon execution of the Senior Secured Credit Facility, there were no covenants or other restrictions that limited our ability to borrow.
Receivables Financing Agreements
On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement), which increased the borrowing limit of our then-existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the 2025 Senior Credit Facility. On February 19, 2026, the 2024 Receivables Financing Agreement incorporated the net leverage ratio covenant relief that is contained in the Senior Secured Credit Facility. As of December 31, 2025 and 2024, we had $340.0 million and $475.0 million, respectively, drawn under the 2024 Receivables Financing Agreement. As of December 31, 2025, $588.8 million of our trade receivables were pledged as collateral and we had $105.5 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, subject to the maximum additional borrowing total noted above and limited by our borrowing base.
As part of the 2024 Receivables Financing Agreement, we terminated our then-existing trade accounts receivable factoring arrangements (AR Facilities), under which certain of our domestic and international subsidiaries could sell their accounts receivable. These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows.
The following table summarizes the AR Facilities activity:
| December 31, | |||||
| 2024 | |||||
| AR Facilities | |||||
| Beginning balance | $ | 63.3 | |||
| Gross receivables sold | 552.1 | ||||
| Payments received from customers on sold accounts | (615.4) | ||||
| Ending balance | $ | — | |||
The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations. The factoring discount for the years ended December 31, 2024 and 2023, was $3.0 million and $4.7 million, respectively. The agreements were without recourse.
Other Financing
Interest expense for the year ended December 31, 2025, included $3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.
For the year ended December 31, 2025, we paid debt issuance costs of $12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.
Financing Cash Flows
During 2025 and 2024, activity of our outstanding debt included:
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Long-term Debt Borrowings (Repayments) | ($ in millions) | |||||||||||||
| Borrowings | ||||||||||||||
| Term Loan Facilities | $ | 650.0 | $ | — | ||||||||||
| Revolving Credit Facilities | 790.0 | 490.0 | ||||||||||||
| Receivables Financing Agreements | 715.0 | 591.9 | ||||||||||||
| 2033 Notes | 600.0 | — | ||||||||||||
| Total borrowings | 2,755.0 | 1,081.9 | ||||||||||||
| Repayments | ||||||||||||||
| Go zone bonds, due 2024 | — | (50.0) | ||||||||||||
| Recovery zone bonds, due 2024 | — | (20.0) | ||||||||||||
| Term Loan Facilities | (344.7) | (8.8) | ||||||||||||
| Revolving Credit Facilities | (960.0) | (388.0) | ||||||||||||
| Receivables Financing Agreements | (850.0) | (445.4) | ||||||||||||
| Industrial development and environmental improvement obligations | (2.9) | — | ||||||||||||
| 2025 Notes | (108.6) | — | ||||||||||||
| 2027 Notes | (500.0) | — | ||||||||||||
| Total repayments | (2,766.2) | (912.2) | ||||||||||||
| Long-term debt (repayments) borrowings, net | $ | (11.2) | $ | 169.7 | ||||||||||
At December 31, 2025, we had $161.4 million in letters of credit outstanding, of which $0.4 million were issued under our 2025 Revolving Credit Facility. The letters of credit are used to support certain long-term debt, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.
Annual maturities of long-term debt are as follows:
Expected Annual Maturities(1) | ($ in millions) | ||||
| 2026 | $ | 109.7 | |||
| 2027 | 340.0 | ||||
| 2028 | — | ||||
| 2029 | 669.3 | ||||
| 2030 | 1,043.4 | ||||
| Thereafter | 683.0 | ||||
| Total | $ | 2,845.4 | |||
(1) Excludes unamortized debt issuance costs of $18.1 million at December 31, 2025. All debt obligations are assumed to be held until maturity.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 1, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.