Dow Announces Tender Offer for Debt Securities
PR Newswire
MIDLAND, Mich., Feb. 25, 2025
MIDLAND, Mich., Feb. 25, 2025 /PRNewswire/ -- The Dow Chemical Company ("TDCC"), a wholly owned subsidiary of Dow Inc. ("Dow") $(DOW)$, announced today that it has commenced a cash tender offer (the "Tender Offer") to purchase certain of its debt securities and certain debt securities of Rohm and Haas Company ("Rohm and Haas") and Union Carbide Corporation ("UCC"), each a wholly owned subsidiary of TDCC (collectively, the "Securities"). The complete terms of the Tender Offer are set forth in the offer to purchase, dated today (the "Offer to Purchase"). The Securities that are accepted in the Tender Offer will be purchased, retired, and cancelled. Consummation of the Tender Offer is subject to a number of conditions, including the Financing Condition (as defined below) and the absence of any adverse legal and market developments (as described in the Offer to Purchase). Subject to applicable law, TDCC may waive certain of these conditions or extend, terminate or otherwise amend the Tender Offer.
TDCC is offering to purchase the Securities listed in Table I below for an aggregate purchase consideration (U.S. dollar equivalent) of up to $1.0 billion (excluding accrued interest, the "Tender Cap"). Certain Securities are also subject to an applicable acceptance sublimit, in each case, excluding accrued interest, as follows (each such sublimit, an "Acceptance Sublimit"): (i) in the case of the 0.500% Notes due 2027 of TDCC, up to EUR500,000,000 purchase consideration in cash (as converted into U.S. dollars on the basis set forth in the Offer to Purchase) and (ii) in the case of the 9.400% Notes due 2039 of TDCC, up to $100,000,000 purchase consideration in cash. TDCC reserves the right, but is not obligated, to increase or decrease the Tender Cap or increase, decrease or eliminate any Acceptance Sublimit in its sole and absolute discretion without extending the withdrawal date or otherwise reinstating withdrawal rights, except as required by applicable law. The early participation date for the Tender Offer is 5:00 p.m., New York City time, on March 10, 2025 (the "Early Participation Date"), and the expiration date for the Tender Offer is 5:00 p.m., New York City time, on March 25, 2025 (in each case, subject to extension). As indicated in Table I, the price to be paid for each series of the Securities will be based on fixed spreads to certain reference benchmarks, as further described below. The prices to be paid for the Securities denominated in U.S. dollars will be calculated on the basis of the yield to the maturity date or, if applicable, the par call date of the applicable reference security listed in Table I, at 10:00 a.m., New York City time, on the business day following the Early Participation Date, plus the fixed spread applicable to such Securities as set forth in Table I. The price to be paid for the Securities denominated in euro will be calculated on the basis of the rate of an interpolated mid-swap rate, at 3:00 p.m., London time, on the business day following the Early Participation Date, plus the fixed spread applicable to such Securities, as described more fully in the Offer to Purchase. Holders whose Securities are accepted in the Tender Offer will also receive a cash payment representing accrued interest from the most recent interest payment date to, but excluding, the date TDCC purchases the Securities. The payment date for the offer will be either (i) if we exercise our right of early settlement, promptly following the Early Participation Date for the Securities tendered at or prior to such date with such payment expected to be on or around March 13, 2025, or (ii) for all other Securities (or if we do not exercise our right of early settlement), promptly following the expiration of the offer, with such payment expected to be on or around March 28, 2025.
TABLE I
Purchase Reference Bloomberg
Principal Consideration Acceptance Early Security / Reference Fixed Spread
Title of Security Original Amount Acceptance Priority Participation Interpolated Page / (basis
Security(1) Identifier(s) Issuer Outstanding Sublimit Level Amount (2) Rate Screen points)
------------ -------------- --------- ---------------- -------------- ---------- ------------- ------------ ------------ --------------
0.500% IRSB EU
Notes Due ISIN: Interpolated (Pricing
2027 XS2122485845 TDCC EUR1,000,000,000 EUR500,000,000 1 EUR30 Rate Source: BGN) +25
CUSIP:
775371AU1
7.850% 4.250% UST
Debentures ISIN: Rohm and due January
Due 2029 US775371AU10 Haas $595,078,000 None 2 $30 31, 2030 PX1 +55
CUSIP:
260543BJ1
7.375% 4.250% UST
Debentures ISIN: due January
Due 2029 US260543BJ10 TDCC $778,773,000 None 3 $30 31, 2030 PX1 +40
CUSIP:
260543DG5
6.300% 4.625% UST
Notes Due ISIN: due February
2033 US260543DG52 TDCC $600,000,000 None 4 $30 15, 2035 PX1 +65
CUSIP:
260543BY8
9.400% 4.625% UST
Notes Due ISIN: due February
2039 US260543BY86 TDCC $557,943,000 $100,000,000 5 $30 15, 2035 PX1 +130
CUSIP:
905581AS3
7.750% 4.500% UST
Debentures ISIN: due November
Due 2096 US905581AS39 UCC $135,172,000 None 6 $30 15, 2054 PX1 +155
(1) The Total Consideration (as defined in the offer to purchase) will be
determined by taking into account the maturity date or, if applicable,
the par call date for each series of Securities. See Schedules A-1 and
A-2 of the Offer to Purchase for an overview of the calculation of the
Total Consideration (including the par call detail) with respect to the
Securities.
(2) The Total Consideration payable for each $1,000 or EUR1,000 principal
amount of the Securities validly tendered (and not subsequently validly
withdrawn) on or prior to the Early Participation Date and accepted for
purchase by us, when calculated as set out herein with reference to the
applicable fixed spread, already includes the Early Participation Amount
(as defined in the Offer to Purchase). In addition, holders whose
Securities are accepted will also receive accrued interest on such
Securities.
The following is a brief summary of certain key elements of the Tender Offer:
-- Holders who validly tender and who do not validly withdraw their
Securities at or prior to the Early Participation Date, and whose
Securities are accepted for purchase, will receive the Total
Consideration, together with accrued interest.
-- Holders who validly tender their Securities after 5:00 p.m., New York
City time on the Early Participation Date but at or prior to the
expiration date, and whose Securities are accepted for purchase, will
only be eligible to receive the Tender Offer Consideration (as defined in
the Offer to Purchase), which is equal to the Total Consideration less
the Early Participation Amount, together with accrued interest.
-- Tenders of the Securities may be validly withdrawn at any time at or
prior to 5:00 p.m., New York City time, on March 10, 2025 (subject to
extension), but not thereafter.
-- TDCC reserves the right, but is under no obligation, to increase or
decrease the Tender Cap or increase, decrease or eliminate any Acceptance
Sublimit. In the event of any such change, TDCC may, but will not be
obligated (except as required by applicable law) to, extend one or more
of the Early Participation Date, the withdrawal date or the expiration
date.
-- If the Tender Offer is oversubscribed, TDCC will accept for payment all
Securities validly tendered in accordance with the acceptance priority
levels set forth in Table I, subject to the Tender Cap and the Acceptance
Sublimits. However, all Securities validly tendered prior to or at the
Early Participation Date will have priority over the Securities validly
tendered after the Early Participation Date, regardless of the acceptance
priority levels and Acceptance Sublimits. If there are sufficient
(MORE TO FOLLOW) Dow Jones Newswires
February 25, 2025 08:16 ET (13:16 GMT)