Olin’s $5 Billion Merger with Dow Chemical’s Chlorine Business

On March 27, 2015, Olin Corporation and The Dow Chemical Company announced that they have entered into definitive agreements under which Dow will separate a significant portion of its chlorine value chain and merge that business with Olin in a tax‑efficient Reverse Morris Trust transaction, valued at $5 billion. Cravath represented Olin in connection with this transaction.

The merger will result in Dow shareholders receiving 50.5 percent of the shares of Olin, with existing Olin shareholders owning 49.5 percent. The transaction is subject to approval by Olin shareholders and completion of customary closing conditions, including relevant tax authority rulings and regulatory approvals, and is expected to close by year-end 2015. As part of the transaction, Dow will receive approximately $2 billion in cash and cash equivalents through a special dividend and/or debt exchange.

The Cravath team was led by partners Robert I. Townsend III and George F. Schoen and included associates Stephanie R. Gallina, Amanda R. Fenster and Andrew M. Wark on M&A matters; senior attorney Jarrett R. Hoffman and associate Matthew J. Bobby on executive compensation and benefits matters; Of Counsel Michael L. Schler and associate Jonathan D. Grossman on tax matters; partner Matthew Morreale and senior attorney Annmarie M. Terraciano on environmental matters; practice area attorney Joyce Law on real estate matters; partner David J. Kappos and associates Nicholas A. Jackson and Christopher P. Davis on intellectual property matters; partners Michael S. Goldman and Paul H. Zumbro and associate C. Daniel Haaren on banking matters; and partner Joseph D. Zavaglia on securities matters. Adam J. Gross also worked on M&A matters.