Shearman & Sterling is serving as transaction counsel to The Dow Chemical Company in connection with the execution of a definitive agreement under which Dow will separate a significant portion of its chlorine value chain and merge the new entity with Olin Corporation in a transaction that will create an industry leader with revenues approaching $7 billion.
Pursuant to the agreement, Dow will separate its US Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics, and Global Epoxy businesses and then merge these businesses with Olin in a Reverse Morris Trust transaction. The merger will result in Dow shareholders receiving approximately 50.5% of the shares of Olin, with existing Olin shareholders owning approximately 49.5%. The transaction has a tax efficient consideration of $5 billion.
The Shearman & Sterling team is led by New York M&A partner and Global Head of M&A George Casey and New York M&A counsel Heiko Schiwek and includes Doreen Lilienfeld (New York-Compensation, Governance & ERISA), Richard Alsop (New York-Capital Markets), Douglas McFadyen (New York-Tax), Laurence Bambino (New York-Tax), Jordan Altman (New York-Intellectual Property Transactions), JD DeSantis (New York-Finance), Joshua Thompson (New York-Finance), Alan Goudiss (New York-Litigation), Gregor Page (London-Project Development & Finance), Robert Nelson (San Francisco-Project Development & Finance), and Jason Pratt (New York-Environmental) and a team of New York M&A associates led by Gregory Gewirtz, Grace Jamgochian and Roger Morscheiser.