EX-25.(A) 5 exhibit25aolin-tx1bnymedgar.htm EX-25(A)
Exhibit 25(a)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation if not a U.S. national bank) | 95-3571558 (I.R.S. employer identification no.)
400 South Hope Street Suite 500 Los Angeles, California (Address of principal executive offices) | 90071 (Zip code)

___________________________
OLIN CORPORATION
(Exact name of obligor as specified in its charter)

Virginia (State or other jurisdiction of incorporation or organization) | 13-1872319 (I.R.S. employer identification no.)
190 Carondelet Plaza, Suite 1530 Clayton, Missouri Address of principal executive offices) | 63105 (Zip code)

___________________________
Debt Securities
(Title of the indenture securities)
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1. General information. Furnish the following information as to the trustee:

(a) | Name and address of each examining or supervising authority to which it is subject.

Name | Address
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219
Federal Reserve Bank | San Francisco, CA 94105
Federal Deposit Insurance Corporation | Washington, DC 20429

(b) | Whether it is authorized to exercise corporate trust powers.

Yes.

2. | Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.
None.

16. | List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act").

1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

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6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 2nd day of March, 2020.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /s/ Lawrence M. Kusch
Name: Lawrence M. Kusch
Title: Vice President
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business December 31, 2019, published in accordance with Federal regulatory authority instructions.
Dollar amounts
in thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin 2,602
Interest-bearing balances 236,971
Securities:
Held-to-maturity securities 0
Available-for-sale securities 171,155
Equity securities with readily determinable
fair values not held for trading…………………………………………………………………….. 0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold 0
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases held for sale 0
Loans and leases,
held for investment…………………………………0
LESS: Allowance for loan and
lease losses………………………………………………0
Loans and leases held for investment,
net of allowance ………………………………………… 0
Trading assets 0
Premises and fixed assets (including
capitalized leases) 23,484
Other real estate owned 0
Investments in unconsolidated
subsidiaries and associated
companies ………………………………………………………………………………………….. 0
Direct and indirect investments in real estate ventures ……………………………………………………… 0
Intangible assets 856,313
Other assets 103,122
Total assets $1,393,647
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LIABILITIES
Deposits:
In domestic offices 3,658
Noninterest-bearing……………………………………………………………..3,658
Interest-bearing…………………………………………………………….……0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased 0
Securities sold under agreements to repurchase 0
Trading liabilities 0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases) 19,123
Not applicable
Not applicable
Subordinated notes and debentures 0
Other liabilities 231,041
Total liabilities 253,822
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus ………………………………………………………………...0
Common stock 1,000
Surplus (exclude all surplus related to preferred stock) 323,946
Not available
Retained earnings 814,573
Accumulated other comprehensive income ………………………………………………………… 306
Other equity capital components……………………………………………………………………………...0
Not available
Total bank equity capital………………………………………………………………………….1,139,825
Noncontrolling (minority) interests in consolidated subsidiaries …………………………………………..0
Total equity capital 1,139,825
Total liabilities and equity capital 1,393,647
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
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Antonio I. Portuondo, President )
Michael P. Scott, Managing Director ) Directors (Trustees)
Kevin P. Caffrey, Managing Director )
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