The Firm represented J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc. (“Barclays”), Goldman, Sachs & Co. (“Goldman Sachs”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofAML”), Citigroup Global Markets Inc., PNC Capital Markets LLC, Mitsubishi UFJ Securities (USA), Inc., SMBC Nikko Securities America, Inc., Mizuho Securities USA Inc., Santander Investment Securities Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as the initial purchasers of $720 million of 9.75% Senior Notes due 2023 and $500 million of 10.00% Senior Notes due 2025 (collectively, the “New Notes”) being sold by Barclays, Goldman Sachs and BofAML (collectively, the “Selling Securityholders”). Prior to the purchase by the initial purchasers of the New Notes, the Firm represented the Selling Securityholders in a debt exchange of (i) existing bonds issued by The Dow Chemical Company (“Dow Chemical”) and held by Barclays and Goldman Sachs and an existing term loan with Dow Chemical held by a BofAML affiliate in exchange for (ii) the New Notes. The firm also represented Wells Fargo Securities, LLC and J.P. Morgan Securities LLC as lead arrangers of a new $500 million revolving credit facility and a new $1,350 million term loan facility, and Sumitomo Mitsui Banking Corporation as arranger of a new $600 million term loan facility.
Proceeds from the transactions were used, in part, to finance Olin Corporation’s (“Olin”) $5 billion acquisition of Dow Chemical’s chlor-alkali business.
Olin is a manufacturer concentrated in three business segments: Chlor Alkali Products, Chemical Distribution and Winchester. Dow Chemical is a diversified chemical company that provides chemical, plastic, and agricultural products and services to various essential consumer markets. The company serves customers in countries around the world in markets such as food, transportation, health and medicine, personal care, and construction.
The Simpson Thacher team for the transactions included Art Robinson, David Azarkh, Siobhan Lam, Karen Wang and Dan Areshenko (Capital Markets); Patrick Ryan, Jessica Tuchinsky and Brian Novell (Credit); Devin Heckman (Tax); Mike Isby and Timothy Mulvihill (Environmental); David Mollo-Christensen and Nadine Mompremier (Executive Compensation & Employee Benefits); Michelle Morad and Patrick Campbell (Intellectual Property); Mardi Merjian (Real Estate); and Jennie Getsin (Blue Sky).