Obligation Blue Cube Dynamics Inc. 9.75% ( US095370AB82 ) en USD

Blue Cube Dynamics Inc.

100 % ▼

Etats-unis

US095370AB82 ( en USD )

9.75% par an ( paiement semestriel )

14/10/2023 - Obligation échue

Prospectus brochure de l'obligation Blue Cube Spinco Inc US095370AB82 en USD 9.75%, échue

2 000 USD

718 825 000 USD

095370AB8

BB- ( Spéculatif )

Ba3 ( Spéculatif )

Blue Cube Spinco Inc. est une entreprise fictive, aucune information publique n'est disponible à son sujet.

L'Obligation émise par Blue Cube Dynamics Inc. ( Etats-unis ) , en USD, avec le code ISIN US095370AB82, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2023

L'Obligation émise par Blue Cube Dynamics Inc. ( Etats-unis ) , en USD, avec le code ISIN US095370AB82, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Blue Cube Dynamics Inc. ( Etats-unis ) , en USD, avec le code ISIN US095370AB82, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d216361d424b3.htm 424(B)(3)
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-212779

PROSPECTUS

Blue Cube Spinco Inc.
Guaranteed by Olin Corporation
Offer to Exchange up to $720,000,000 Principal Amount of 9.75% Senior Notes due 2023 for a Like Principal
Amount of 9.75% Senior Notes due 2023 which are registered under the Securities Act of 1933 (the "2023 Notes
Exchange Offer"); and
Offer to Exchange up to $500,000,000 Principal Amount of 10.00% Senior Notes due 2025 for a Like Principal
Amount of 10.00% Senior Notes due 2025 which are registered under the Securities Act of 1933 (the "2025
Notes Exchange Offer" and, together with the 2023 Notes Exchange Offer, the "exchange offers" and each an
"exchange offer").

Blue Cube Spinco Inc. ("Blue Cube" or the "Issuer"), a wholly-owned subsidiary of Olin Corporation ("Olin" or the "Parent Guarantor"), is
offering to exchange (i) up to $720,000,000 aggregate principal amount of its outstanding, unregistered 9.75% Senior Notes due 2023 (the
"Original 2023 Notes") for an equivalent amount of registered 9.75% Senior Notes due 2023 (the "Exchange 2023 Notes") and (ii) up to
$500,000,000 aggregate principal amount of its outstanding, unregistered 10.00% Senior Notes due 2025 (the "Original 2025 Notes" and, together
with the Original 2023 Notes, the "Original Notes" and each an "Original Note") for an equivalent amount of registered 10.00% Senior Notes due
2025 (the "Exchange 2025 Notes" and, together with the Exchange 2023 Notes, the "Exchange Notes" and each an "Exchange Note"). The
Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the "Notes." The terms of the Exchange Notes are
identical in all material respects to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under
the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and payment of additional interest in
case of non-registration applicable to the Original Notes do not apply to the Exchange Notes. For a more detailed description of the Exchange
Notes, see "Description of Notes." The Original Notes may only be tendered in minimum denominations of $2,000 in principal or in integral
multiples of $1,000 in excess thereof. The exchange offers will expire at 11:59 p.m., New York City time, on October 3, 2016, subject to our
right to extend the expiration date for any exchange offer. Upon expiration of the exchange offers, all outstanding Original Notes that are
validly tendered and not properly withdrawn will be exchanged for a like principal amount of the applicable series of the Exchange Notes. You
may withdraw tendered Original Notes at any time prior to the expiration date.
The Original Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed on a senior unsecured basis by Olin. All
references to the Notes include references to the related guarantees. The Exchange Notes will not be listed on any securities exchange or any
automated dealer quotation system and there is currently no market for the Exchange Notes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were
acquired by such broker-dealer as a result of market-making activities or other trading activities. The letter of transmittal states that by so
acknowledging and by delivering (or making available) a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as
amended and supplemented, available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Investing in the Notes involves risks. See "Risk Factors" beginning on page 11 for a discussion of certain
risks that you should consider in connection with the exchange offers and an investment in the Notes.

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Neither the Securities and Exchange Commission (the "SEC" or the "Commission") nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

The date of this prospectus is September 6, 2016.
Table of Contents
In making your investment decision, you should rely only on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should
not rely on it. The information contained or incorporated by reference in this prospectus speaks only as of the date of the document
containing such information.
We are not making the exchange offers to, nor will we accept surrenders for exchange from, holders of outstanding Original Notes in
any jurisdiction in which the applicable exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction
or where it is otherwise unlawful.
OUR DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS OR PORTIONS OF EXHIBITS
NOT SPECIFICALLY INCORPORATED BY REFERENCE HEREIN OR IN SUCH DOCUMENTS) ARE AVAILABLE WITHOUT
CHARGE UPON WRITTEN OR ORAL REQUEST TO OLIN CORPORATION, ATTN: INVESTOR RELATIONS, 190
CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105, TELEPHONE NUMBER (314) 480-1400. IN ORDER TO
ENSURE TIMELY DELIVERY, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN FIVE BUSINESS DAYS BEFORE
THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION WITH RESPECT TO THE EXCHANGE OFFERS.
ACCORDINGLY, YOUR REQUEST SHOULD BE SUBMITTED NO LATER THAN SEPTEMBER 26, 2016.
TABLE OF CONTENTS

Summary
1
Risk Factors
11
Use of Proceeds
17
Ratio of Earnings to Fixed Charges
18
The Exchange Offers
19
Description of Notes
28
Book-Entry, Delivery and Form
66
Material United States Federal Income Tax Considerations
69
Certain ERISA Considerations
70
Plan of Distribution
72
Legal Matters
73
Experts
73
Where You Can Find More Information; Incorporation by Reference
74

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference "forward-looking statements." We use words such as "could," "may," "might," "will,"
"expect," "likely," "believe," "continue," "anticipate," "estimate," "intend," "plan," "project" and other similar expressions to identify some
forward-looking statements, but not all forward-looking statements include these words. All of our forward-looking statements involve estimates
and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such
statements are qualified in their entirety by reference to the information described under the section entitled "Risk Factors" in this prospectus and in
Olin's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 incorporated by reference herein.
The forward-looking statements contained or incorporated by reference in this prospectus are based on assumptions that we have made in light of
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our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are
appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of
performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these
forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and
financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We
believe these factors include, but are not limited to, those described under the section entitled "Risk Factors" in this prospectus and in Olin's
Annual Report on Form 10-K for the fiscal year ended December 31, 2015 incorporated by reference herein, and those described in the section
entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in each of Olin's Annual Report on Form 10-
K for the fiscal year ended December 31, 2015 and Olin's subsequent Quarterly Reports on Form 10-Q each incorporated by reference herein.
Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and
financial performance may vary in material respects from the performance projected in these forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation
to update any forward-looking statement contained in this prospectus to reflect events or circumstances after the date on which it is made or to
reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause our business not to develop as we
expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known
or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

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Market, Ranking, Industry Data and Forecasts
This prospectus and documents incorporated by reference herein include market share, ranking, industry data and forecasts that we obtained from
industry publications, surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the
information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or
completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the
underlying economic assumptions relied upon therein. Statements as to our market position and ranking are based on market data currently
available to us, management's estimates and assumptions we have made regarding the size of our markets within our industry. Some market data
and statistical information are also based on our good faith estimates, which are derived from management's knowledge of our industry and
independent sources. This information may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or
because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of data and other
limitations and uncertainties. In addition, while we believe the market position and ranking information included herein is generally reliable, such
information is inherently imprecise. While we are not aware of any misstatements regarding our industry data presented herein, our estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in
this prospectus and in Olin's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 incorporated by reference herein.
Trademarks, service marks and copyrights
The Issuer and Olin own or have rights to trademarks, service marks or trade names that they use in connection with the operation of their
business. In addition, their names, logos and website names and addresses are their respective service marks or trademarks. Other trademarks,
service marks and trade names appearing in this prospectus are the property of their respective owners. This document contains or incorporates by
reference references to trademarks, trade names and service marks, including DOW, that are owned by TDCC and its related entities. Some of the
trademarks Olin owns or has the right to use include OLIN and WINCHESTER. Solely for convenience, the trademarks, service marks and trade
names referred to in this prospectus are listed without the ©, ® and TM symbols, but the Issuer and Olin will assert, to the fullest extent under
applicable law, their rights to these trademarks, service marks and trade names.

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Helpful Information and Use of Certain Terms
Unless the context otherwise requires (and except as otherwise defined in this prospectus or in "Description of Notes" for purposes of that section
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only), in this prospectus:

·
"Acquired Business" means the DCP Business;

·
"Combination Transactions" means the transactions contemplated by the Merger Agreement and the Separation Agreement, which provide
for, among other things, the Separation, the Contribution, the Distribution and the Merger;

·
"Contribution" means the contribution by TDCC, directly or indirectly, of the equity interests in the DCP Subsidiaries to the Issuer pursuant
to the Separation Agreement;

·
"DCP", the "DCP Business" or the "Dow Chlorine Products Business" means TDCC's U.S. chlor-alkali and vinyl, global epoxy and global
chlorinated organics business, including TDCC's equity interests in Dow-Mitsui Chlor-Alkali LLC, a joint venture between TDCC and
Mitsui & Co. Texas Chlor-Alkali, Inc., which were formerly owned by TDCC and subsequently acquired by Olin;

·
"DCP Subsidiaries" refers to the direct and indirect subsidiaries of TDCC that were formed for purposes of holding the transferred assets and
certain assumed liabilities related to DCP following the Separation and were contributed to the Issuer prior to the consummation of the
Distribution, pursuant to the Contribution;

·
"Distribution" means the distribution by TDCC of its shares of common stock of Blue Cube, par value $0.001 per share, to the holders of
shares of TDCC common stock, par value $2.50 per share, by way of an exchange offer and, with respect to any shares of Blue Cube
common stock that are not subscribed for in the exchange offer, a pro rata distribution to the holders of shares of TDCC common stock;

·
"Merger Agreement" means the Agreement and Plan of Merger, dated as of March 26, 2015, among TDCC, the Issuer, Olin and Merger Sub,
as amended or supplemented;

·
"Registration Rights Agreement" means the Registration Rights Agreement, dated October 5, 2015, by and among the Issuer, Olin and J.P.
Morgan Securities and Wells Fargo Securities, LLC, for themselves and as representatives of the Initial Purchasers (as defined therein);

·
"Senior Credit Facility" means, collectively, the revolving facility and the term facility under the Amended and Restated Credit Agreement,
dated as of October 5, 2015, by and among the Parent, the Issuer, Olin Canada ULC, Wells Fargo Bank, National Association, as
administrative agent, and the lenders named therein;

·
"Separation" means the transfer by TDCC to the Issuer or the DCP Subsidiaries directly or indirectly of the transferred assets and certain
assumed liabilities related to DCP pursuant to the Separation Agreement;

·
"Separation Agreement" means the Separation Agreement, dated as of March 26, 2015, between TDCC and the Issuer, as amended or
supplemented;

·
"Sumitomo Term Facility" means the term facility under the credit agreement, dated as of August 25, 2015 (as amended, supplemented or
otherwise modified from time to time), among the Issuer, the Parent and the agents and lenders named therein;

·
"TDCC" means The Dow Chemical Company; and

·
"Transactions" means the Combination Transactions, the entry into the Senior Credit Facility and the Sumitomo Term Facility and the
offering of the Original Notes and the use of proceeds therefrom.

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Summary
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This summary does not
contain all of the information you should consider before making an investment decision with respect to the exchange offers. As used herein,
the terms "our company", "us", "we" and "our" refer to Olin and its subsidiaries, including the Issuer and its subsidiaries, unless otherwise
specified, "Olin", "the Parent" and "the Parent Guarantor" refer to Olin but not including any of its subsidiaries, "Blue Cube" and "the
Issuer" refer to Blue Cube but not including any of its subsidiaries. You should read this entire prospectus carefully, including the section
entitled "Risk Factors" and the financial statements and related notes incorporated by reference in this prospectus before making an
investment decision with respect to the exchange offers.
Overview
Olin Corporation
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Olin Corporation is a Virginia corporation, incorporated in 1892. Olin's principal executive offices are located at 190 Carondelet Plaza,
Suite 1530, Clayton, Missouri 63105, and Olin's telephone number at that address is (314) 480-1400. Olin's common stock is listed and
traded on New York Stock Exchange under the symbol "OLN."
Blue Cube Spinco Inc.
Blue Cube Spinco Inc. is a Delaware corporation. Blue Cube's principal executive offices are located at c/o Olin Corporation, 190
Carondelet Plaza, Suite 1530, Clayton, Missouri 63105, and Blue Cube's telephone number at that address is (314) 480-1400. Blue Cube is a
wholly-owned subsidiary of Olin that holds DCP through its subsidiaries, and all of its assets consist of direct and indirect ownership interest
in, and all of its business is conducted through, its subsidiaries.
Acquisition of the Dow Chlorine Products Business
On October 5, 2015 (the "Closing Date"), Olin acquired from TDCC the Acquired Business using a Reverse Morris Trust Structure
(collectively, the "Acquisition"). The Acquired Business's operating results are included in Olin's financial statements since the Closing Date
of the Acquisition. For segment reporting purposes, the Acquired Business's Global Epoxy operating results comprise Olin's newly created
Epoxy segment and the Acquired Business's U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business)
operating results, combined with Olin's former Chlor Alkali Products and Chemical Distribution segments, comprise Olin's newly created
Chlor Alkali Products and Vinyls segment.
The Business
We are a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor
Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer,
methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride,
hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented $1,437.3 million in sales for the six months ended
June 30, 2016. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy
resins and downstream products such as converted epoxy resins and additives, which represented $910.2 million in sales for the six months
ended June 30, 2016. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military
ammunition and components, and industrial cartridges, which represented $364.7 million in sales for the six months ended June 30, 2016. For
the six months ended June 30, 2016, we generated $2,712.2 million of sales and a net loss of $79.0 million, which includes $101.0 million of
pre-tax restructuring charges.

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Corporate Structure
The following chart summarizes our organizational structure having given effect to the Transactions. This chart is provided for illustrative
purposes only and does not represent all legal entities affiliated with, or all obligations of, the Issuer and the Parent Guarantor.

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Summary of the Terms of the Exchange Offers

Background
The Original 2023 Notes and the Original 2025 Notes were issued in a private
placement in connection with the Acquisition. In connection with such private
placement of the Original 2023 Notes and the Original 2025 Notes, we entered into a
registration rights agreement in which we agreed, among other things, to complete the
exchange offers. See "The Exchange Offers--Purpose of the Exchange Offers;
Registration Rights."

The Exchange Offers
We are offering to exchange:

the unregistered Original 2023 Notes for an equivalent amount of the Exchange 2023
Notes, which are registered under the Securities Act; and

the unregistered Original 2025 Notes for an equivalent amount of the Exchange 2025
Notes, which are registered under the Securities Act.

The Original Notes may only be tendered in minimum denominations of $2,000 in
principal or in integral multiples of $1,000 in excess thereof. In order to exchange an
Original Note, you must follow the required procedures described herein, and we must
accept the Original Note for exchange. We will exchange all Original Notes validly
tendered and not properly withdrawn prior to the expiration date. See "The Exchange
Offers."

Resale of Exchange Notes and Required
Based on interpretations of the SEC staff, as described in previous no-action letters
Representations
issued to third parties, we believe that the Exchange Notes you receive pursuant to the
exchange offers in exchange for the Original Notes may be offered for resale, resold
and otherwise transferred without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that the requirements in clauses (i)-
(iii) below are satisfied. In addition, as a condition to your participation in the exchange
offers, you will be required to represent to the Issuer and the Parent Guarantor that:

(i)
you are acquiring the Exchange Notes in the exchange offers in the ordinary

course of your business;
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(ii)
you have no arrangement or understanding with any person, and do not
intend, to participate in the distribution (within the meaning of the Securities

Act) of the Exchange Notes you will receive in the exchange offers in
violation of the Securities Act;

(iii)
you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of

the Issuer or the Parent Guarantor;

(iv)
if you are a broker-dealer that will receive Exchange Notes for your own

account in exchange for Original Notes that were acquired as a result of
market-making or other trading

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activities, then you will deliver a prospectus (or, to the extent permitted by

law, make available a prospectus to purchasers) in connection with any
resale of any such Exchange Note; and

(v)
you are not acting on behalf of any person who, to your knowledge, could

not truthfully make the representations in clauses (i)-(iv) above.

By tendering your Original Notes as described in "The Exchange Offers--Procedures
for Tendering," you will be making representations to this effect. If you fail to satisfy
any of the representations in clauses (i)-(iii) above, you cannot rely on the position of

the SEC set forth in the no-action letters referred to above and you must comply with
the registration and prospectus delivery requirements of the Securities Act in connection
with a resale of the Exchange Notes.

We base our belief on interpretations by the SEC staff in no-action letters issued to
other issuers in exchange offers like ours. We cannot guarantee that the SEC would

make a similar decision about our exchange offers. If our belief is wrong, you could
incur liability under the Securities Act. We will not protect you against any loss
incurred as a result of this liability under the Securities Act.

We have agreed that, for a period of up to 180 days after the expiration date, we will

make this prospectus, as amended and supplemented, available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."

Consequences if You Do Not Exchange Your
Original Notes that are not tendered in the exchange offers or are not accepted for
Original Notes
exchange will continue to be subject to transfer restrictions. In general, you will not be
able to offer or sell such Original Notes unless you are able to rely on an exemption
from the requirements of the Securities Act, or the Original Notes are registered under
the Securities Act. The Original Notes not tendered will remain outstanding and
continue to accrue interest but will not retain any rights under the Registration Rights
Agreement except as otherwise specified therein.

After the exchange offers are completed, we will no longer have an obligation to
register the Original Notes, except under limited circumstances. To the extent that
Original Notes are tendered and accepted in the exchange offers, the market for any

remaining Original Notes may be adversely affected. See "Risk Factors--Risks Relating
to the Notes and the Exchange Offers--If you fail to exchange your Original Notes,
they will continue to be restricted securities and may become less liquid."
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Expiration Date
Each exchange offer expires at 11:59 p.m., New York City time, on October 3, 2016
subject to our right to extend the expiration date

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for either or both of the exchange offers. See "The Exchange Offers--Expiration Date;

Extensions; Amendments."

Issuance of Exchange Notes
We will issue Exchange Notes in exchange for Original Notes validly tendered and not
properly withdrawn, and accepted in the exchange offers promptly following the
expiration date (unless terminated as described in this prospectus). See "The Exchange
Offers--Terms of the Exchange Offers."

Conditions to the Exchange Offers
The exchange offers are subject to certain customary conditions, which we may amend
or waive. The exchange offers are not conditioned upon any minimum principal amount
of outstanding Original Notes being tendered. See "The Exchange Offers--Conditions
to the Exchange Offers."

Procedures for Tendering Your Original Notes
To participate in the exchange offers, you must, on or prior to the Expiration Date, (i)
complete, sign and date the accompanying letter of transmittal provided to you with this
prospectus, or a facsimile copy of such letter, and have the signature thereto guaranteed
if required by such letter, in accordance with its instructions and the instructions of this
prospectus, and (ii) mail or otherwise deliver the executed letter of transmittal, together
with your Original Notes and any other required documentation to U.S. Bank National
Association, the exchange agent, as specified in the letter of transmittal.

If you are a broker, dealer, commercial bank, trust company or other nominee and you
hold Original Notes through the Depository Trust Company ("DTC"), and wish to

participate in the exchange offers, you must do so pursuant to DTC's automated tender
offer program.

Holders who hold their positions, directly or indirectly, through the Euroclear Bank
SA/NV ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream") must

adhere to the procedures of Euroclear or Clearstream as applicable, and the procedures
described in this prospectus. See "The Exchange Offers--Procedures for Tendering."

Special Procedures for Beneficial Holders
If you beneficially own Original Notes which are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender in the
exchange offers, you should contact the registered holder promptly and instruct such
person to tender on your behalf. If you wish to tender in the exchange offers on your
own behalf, you must, prior to completing and executing the letter of transmittal and
delivering your Original Notes, either arrange to have the Original Notes registered in
your name or obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take a considerable amount of time. See "The
Exchange Offers--Procedures for Tendering."

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Withdrawal Rights
You may withdraw your tender of Original Notes at any time before the expiration date
for the applicable exchange offer. See "The Exchange Offers--Withdrawal of Tenders."

Regulatory Requirements
We do not believe that the receipt of any federal or state regulatory approval will be
necessary in connection with the exchange offers, other than the notice of effectiveness
under the Securities Act of the registration statement pursuant to which the exchange
offers are made.

Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the completion of
the exchange offers. The expenses of the exchange offers that we pay will increase our
deferred financing costs in accordance with generally accepted accounting principles
("GAAP"). See "The Exchange Offers--Accounting Treatment."

Federal Income Tax Consequences
The exchange of Original Notes for Exchange Notes pursuant to the exchange offers
generally will not be a taxable event for U.S. federal income tax purposes. See
"Material United States Federal Income Tax Considerations."

Use of Proceeds
We will not receive any proceeds from the issuance of Exchange Notes in connection
with the exchange offers. See "Use of Proceeds."

Exchange Agent
U.S. Bank National Association ("U.S. Bank") is serving as exchange agent in
connection with the exchange offers. The address and telephone number of U.S. Bank
are set forth under "The Exchange Offers--Exchange Agent." U.S. Bank is also the
trustee under the indentures governing the Original Notes and the Exchange Notes.

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Summary of the Terms of the Notes
The summary below describes the principal terms of the Notes. Certain of the terms described below are subject to important limitations
and exceptions. The "Description of Notes" section of this prospectus contains a more detailed description of the terms of the Notes. Other
than the restrictions on transfer, registration rights and additional interest provisions, the Exchange Notes will have the same terms and
covenants as the Original Notes.

Issuer
Blue Cube Spinco Inc.

Notes Offered
$720,000,000 aggregate principal amount of 9.75% Senior Notes due 2023.

$500,000,000 aggregate principal amount of 10.00% Senior Notes due 2025.

Maturity Dates
The Exchange 2023 Notes will mature on October 15, 2023.

The Exchange 2025 Notes will mature on October 15, 2025.

Interest Rate
Interest on the Exchange 2023 Notes will accrue at a rate of 9.75% per year.

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424(b)(3)

Interest on the Exchange 2025 Notes will accrue at a rate of 10.00% per year.

Interest Payment Dates
Interest on the Exchange Notes will be payable semi-annually in arrears on April 15 and
October 15 of each year. Interest on each series of Exchange Notes will accrue from the
last interest payment date on which interest was paid on the corresponding series of
Original Notes.

Optional redemption
The Exchange Notes will be redeemable at the Issuer's option, in whole or in part, at
any time on or after October 15, 2020, at the redemption prices set forth in this
prospectus, together with accrued and unpaid interest, if any, to, but excluding, the date
of redemption.

The notes are not redeemable at any time prior to October 15, 2020.

See "Description of Notes--Optional redemption."

Change of Control
Upon the occurrence of specific kinds of changes of control, you will have the right, as
holders of the Exchange Notes, to cause the Issuer to repurchase some or all of your
Exchange Notes at 101% of their face amount, plus accrued and unpaid interest to, but
not including, the repurchase date. See "Description of Notes--Change of control."

Asset Sales
If Olin or any of its restricted subsidiaries sell assets, under certain circumstances, the
Issuer will be required to use the net proceeds to make an offer to purchase the
applicable Exchange Notes at an offer price in cash in an amount equal to 100% of the
principal amount of

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such Exchange Notes, plus accrued and unpaid interest, if any, to, but excluding the

repurchase date. See "Description of Notes--Certain covenants--Limitation on asset
sales."

Guarantees
The Exchange Notes are fully and unconditionally guaranteed on a senior unsecured
basis by Olin.

In addition, in the future, the Exchange Notes will be fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis (collectively, the
"guarantees" and each a "guarantee") by any of Olin's restricted subsidiaries (other than
the Issuer) that guarantees the Senior Credit Facility or certain material capital markets

debt issued by Olin, the Issuer or any subsidiary guarantor (if any). Under certain
circumstances, the subsidiary guarantors may be automatically and unconditionally
released from their guarantees without the consent of the holders of the Exchange Notes.
See "Description of Notes--Certain covenants--Future guarantors."

Ranking
The Exchange Notes are the Issuer's senior unsecured obligations and:

· rank senior in right of payment to all of the Issuer's future subordinated indebtedness;

· rank equally in right of payment with all of the Issuer's existing and future senior

indebtedness, including the Senior Credit Facility and the Sumitomo Term Facility;

· are effectively subordinated to any of the Issuer's existing and future secured debt, to

the extent of the value of the assets securing such debt; and
https://www.sec.gov/Archives/edgar/data/74303/000119312516701926/d216361d424b3.htm[9/6/2016 4:05:41 PM]

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