 A Leading Supplier to the Specialty Chemical Industry Huntsman Corporation (HUN) M&A Call Transcript
Jun 16, 2026, 11:02 AM ETHuntsman Corporation (HUN) Stock
Huntsman Corporation (HUN) M&A Call June 16, 2026 8:00 AM EDT
Company Participants
Steve Keenan – Director of Investor Relations
Kenneth Lane – President, CEO & Director
Peter Huntsman – Chairman, President & CEO
Philip Lister – Executive VP & CFO
Steve Keenan
Director of Investor Relations
Thanks, Chelsea, and welcome, everyone. I’m joined on the call today by Ken Lane, President and Chief Executive Officer of Olin; and Peter Huntsman, Chairman, President and Chief Executive Officer of Huntsman. Todd Slater, Olin’s Senior Vice President and Chief Financial Officer; and Phil Lister, Huntsman’s Executive Vice President and Chief Financial Officer, will participate in the Q&A portion of today’s call. Before we begin, I’d like to remind everyone that today’s discussion regarding Olin and Huntsman includes forward-looking statements, including expectations regarding the proposed transaction. These statements are subject to risks and uncertainties, and we encourage you to review our related SEC filings for more detail. I would now like to turn the call over to Ken.
Kenneth Lane
President, CEO & Director
Thank you, Steve, and good morning, everyone. I appreciate you joining us. Today is a momentous one for Olin and Huntsman, two storied American companies with a shared commitment to safety, integrity, operational excellence and serving customers around the world, all while creating value for our shareholders. .
The all-stock merger of equals we announced this morning will create a greater than $12 billion chemicals leader with a strong North American anchor and complementary European and Asian portfolios. By integrating Olin’s strong upstream manufacturing and feedstock position with Huntsman’s differentiated downstream capabilities, we will have a world-scale, vertically integrated platform that is better positioned to serve customers and deliver resilient financial performance.
The combined portfolio also creates tangible integration opportunities across key value chains, supporting a lower cost position through the cycle. These strategic tailwinds are paired with more than $400 million of cost synergies and integration benefits. The combined business will have strong cash flow to support disciplined capital allocation including near-term deleveraging, returning capital to shareholders and investing in high-return growth projects.
I’ve spent my career in chemicals across both commodity and downstream businesses, including running a global polyurethanes business. I understand how to get the best out of these businesses in many respects, that means running them as complementary, but separate, and I’m confident we can do that while also delivering on the benefits of this transaction.
Olin’s stated strategy is to focus on strengthening our core businesses, maximizing valuations where we can achieve attractive returns through innovation and operational improvements. This transaction hits those marks. Further, as Olin Huntsman will be led by a team with the right experience and shared foundational values to ensure we are capturing all the opportunities available to us.
I’d now like to turn it over to Peter Huntsman to walk through the transaction structure and combined platform in greater detail. But before I do, I’ll take a moment to recognize Olin’s dedicated employees whose commitment and focus has made today’s milestone possible. I’m very proud to be part of the Olin team. I’d also like to acknowledge Peter and his team. As you might expect, over the course of reaching this agreement, Peter and I have spent a good deal of time together. It’s been clear what a world-class team Huntsman also has with great expertise, and most importantly, truly held values that we at Olin share.
Peter, I’m looking forward to working with you and the other directors of the Board. I know OlinHuntsman is going to do great things.
Peter Huntsman
Chairman, President & CEO
Ken, thank you very much. Good morning, everyone, and thank you for taking the time to join us. It is an honor to be here today, and I echo Ken’s enthusiasm for the opportunities ahead. As our industry continues to globalize, we compete more today against countries than companies, trade policies and global supply chains more than ever before. The opportunities this merger creates enables us to generate greater value for our shareholders, delivers exceptional services and products for our customers and provide greater opportunities and stabilities for our associates. This merger of equals takes 2 great companies and create a much stronger global leader.
So let me provide some further detail. Let’s turn to Slide #5. We have structured this combination as an all-stock merger of equals, which we believe capitalizes on the strength of both companies and present the best value creation opportunities for both sets of shareholders. Under the terms of the agreement, Huntsman shareholders will receive 0.576 shares of Olin for each Huntsman share they own, resulting in Olin shareholders owning approximately 54.5% and Huntsman shareholders owning approximately 45.5% of the combined company. The combined company will be named OlinHuntsman Corporation and will be headquartered in the Woodlands, Texas.
As Ken mentioned, we have identified more than $400 million of cost synergies and integration benefits. Our respective teams have spent a great deal of time together identifying and validating these synergies, and Ken will provide greater detail on how we will achieve them later in this presentation. The transaction is expected to close in the first half of 2027, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, including approval from both Olin and Huntsman shareholders. Following the close, I will serve as Non-Exec Chairman of the Board of Directors, and Ken will assume the role of Chief Executive Officer. Phil Lister, will serve as Chief Financial Officer; and Todd Slater, will serve as the Chief Integration Officer.
Let’s turn to Slide #6. Let me spend a moment on the scale and benefits of the combined company. Using 2025 reported financials on a pro forma basis, the combined company would have generated approximately $12.5 billion in revenue and approximately $1.3 billion of adjusted EBITDA, including expected cost synergies. We will be anchored in cost advantage in North American assets and feedstocks with integrated portfolios that create multiple channels for improved economics and value creation across a broad range of attractive end markets. We also have identified opportunities in Europe that capitalize on our integration and downstream capabilities. With Huntsman’s relationships in these global end markets, we have a unique opportunity to deliver for our customers more profitably by leveraging Olin assets to improve efficiency across the value chain.
We can turn to Slide #7. Our industry has changed a lot over the last 5 years. Cost position, reliability and integration matters more than ever. That is why I believe this type of integration is essential to driving optionality and higher profitability now and into the future. You see on Slide 7, Olin brings advantaged upstream leadership, including an efficient cost position from U.S. Gulf Coast economics and world-scale chemical assets. Huntsman brings downstream application expertise, including leading positions in MDI and polyurethane systems ride and advanced materials, supported by deep end-market customer relationships. Put simply, we believe this combination will drive value creation for our shareholders and unlock greater profitability.
So looking at Slide 8, there is a clear indication of how integration creates value for both companies across several key value chains. The combination brings together selected Olin and Huntsman capabilities across electrochemical units to polyurethanes, electrochemical units to amines and to epoxies. Olin is strong at the front end of the value chain with the ability to make chlorine and caustic soda safely, reliably and at world scale. Huntsman is strong downstream, particularly in polyurethanes, amines, advanced materials and formulation-driven applications. By combining these capabilities, we create more reliability and better integrated supply chains capable of generating greater value to shareholders and customers.
For example, today, Olin has several existing outlets for chlorine, including vinyls, epoxy, water treatment, chlorinated organics, merchant chlorine and hydrochloric acid. Through the combination, OlinHuntsman will have additional outlets across polyurethanes, amines and advanced materials broadening participation across the value chain. It also creates a vertically integrated U.S. MDI producer. Starting in 2031 as current supply contracts expire, we expect to add an additional $100 million or more of incremental synergies. The result is a more closely integrated set of chlorine-linked value chains that benefits both businesses and positions the combined company for future downstream opportunities across high-growth end markets.
Before turning our concluding comments back to Ken, I’d like to comment that from the first meeting nearly 4 months ago, we have both seen this as a merger of opportunities where the sum of the parts create greater benefits than both companies remaining separate. I have found in Ken, a leader that shares a vision and the capability to create greater value and opportunity in this merger. Ken?
Kenneth Lane
President, CEO & Director
Thank you, Peter. The expected cost synergies and integration benefits from this combination are significant and actionable. The companies have identified more than $400 million of value with clear line of sight. Of that, we see $300 million of synergies with much of that achieved in the first 24 months following close. These synergies are expected to come from several areas, including purchasing and raw materials integration, optimization of operations and SG&A savings.
As we’ve said, we also expect to capture more value internally with more than $100 million of additional raw material integration benefits in 2031 due to expiring contracts and Olin stepping in to fill supply. We expect the cost to achieve these synergies to be approximately $150 million to $200 million.
In addition, OlinHuntsman is expected to benefit from approximately $125 million of cash tax benefits from acceleration of tax NOLs, which is not included in the synergy figure. Both Olin and Huntsman have executed complex integrations before, including the Dow Chlorine Products business, where Olin delivered more synergies than originally announced, and Huntsman’s track record of integrating multiple acquisitions of different sizes and complexity over the years. We’ll bring that same discipline and accountability to this combination.
OlinHuntsman is expected to have improved profitability and cash flow through the cycle. As we mentioned earlier, despite a challenging market backdrop on a 2025 pro forma basis, OlinHuntsman would have generated over $900 million of adjusted EBITDA. When including the expected synergies of $400 million, the combined company would have generated approximately $1.3 billion of adjusted EBITDA.
Looking across the 2021 to 2025 period on a pro forma basis, OlinHuntsman would have generated approximately $2.7 billion of average adjusted EBITDA, including the $400 million of synergies. We believe this shows the capability of the combined company to deliver compelling profitability, substantial free cash flow and importantly, greater resilience across varying operating environments.
On the following slide, we provide some more detail on the pro forma financial profile of the business. We expect to have a healthy balance sheet with an evenly weighted maturity profile, no bond maturities before 2029, and an attractive blended cost of debt of approximately 5%. Pro forma year-end 2025 net leverage would have been 4.6 times or approximately 3.2 times with full synergy implementation. And as mentioned earlier, one of our initial priorities for our free cash flow will be to deleverage.
Beyond deleveraging, our cash flow will be an engine of shareholder value creation. First, maintenance capital. We expect to invest approximately $400 million per year on a combined basis to ensure safe and reliable operations. Second, the dividend. We expect to continue a stable dividend policy supported by resilient through-cycle cash flows of the combined company. And with excess cash, we’ll prioritize returning cash to shareholders and pursuing growth projects that meet a high return threshold.
To summarize, this combination is a compelling opportunity for both sets of shareholders today and into the future. Together, Olin and Huntsman will create a greater than $12 billion North American chemicals leader that will better serve customers across diverse and growing end markets. The combination creates a vertically integrated platform with a structurally lower cost position. We’ll approach integration with discipline, including how we segment and manage the combined company so that integrated manufacturing and downstream businesses can each succeed.
OlinHuntsman will benefit from a highly experienced management team with a shared focus on value creation. This strategic combination creates greater resilience, stronger cash generation and a balance sheet that will open multiple avenues for creating value for our shareholders.
Jeffrey Zekauskas
JPMorgan Chase & Co, Research Division
What are the cash costs of achieving the synergies? And for Peter, Huntsman may have had the possibility of combining with an MDI producer. Why was it better over a longer period of time to not wait and look for an MDI opportunity rather than to merge in more of a diversification transaction?
Peter Huntsman
Chairman, President & CEO
Jeff, excellent question. I think that as we look at the MDI industry, I think that you’re probably limited to some degree with various antitrust issues on a global basis. But more importantly than just MDI, which is certainly an important part of our company, but it is certainly not the entirety of our company. And as we look at a transaction that is going to impact our downstream advanced materials, our amines, our MDI, really across the entire supply chain, this has a much greater impact on that than I think just adding more MDI tonnage, being able to have a very competitive North American cost advantage, being able to have integration opportunity in Europe.
And I think that as we look at the growing markets in Asia for both companies, we see opportunities there to leverage existing contracts, existing customer relationships and so forth. So I think there probably would be a space there for an expansion in MDI. But as I look across the board, again, across what is going to have the greatest impact for creating shareholder value across the board, this would have a much greater impact.
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