Which Huntsman Entity Signs Your 2027 Order?

Huntsman Corporation was formed in Delaware in 2004, and it was formed to hold things. The businesses were already there.

The company that runs them is five years older. Huntsman International LLC, a Delaware LLC dating to 1999, is the entity Huntsman operates all of its businesses through, and it is the one carrying most of the paper a buyer of MDI, amines or maleic anhydride actually signs.

On Tuesday the shareholders of both Olin and Huntsman voted, and the vote settled which of those two entities survives.

"When a supplier merges, which of its legal entities is the one that disappears?"

Two Ways to Do the Same Deal

The June 15 merger agreement is written with two structures in it, and only one of them ever happens.

The direct merger puts Huntsman with and into Olin, with Olin the surviving entity.

The subsidiary merger runs Olympus Merger Sub into Huntsman, leaves Huntsman standing as a wholly owned subsidiary, then folds that survivor into Hook Merger Sub LLC. Same combination, same 0.5476 Olin shares per Huntsman share, same 54.5% and 45.5% ownership split.

Different survivor.

Olin's shareholders were therefore asked the merger question twice, and the two questions carried different bars. Under the Virginia Stock Corporation Act, the direct path needed more than two-thirds of every Olin share outstanding, with abstentions, broker non-votes and simple no-shows all counting the same as a no. The subsidiary path needed a majority of the votes cast, which is a much easier thing to find.