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)