Dow Chemical tenders for up to $550 million of six series of notes

By Sarah Lizee

Olympia, Wash., Aug. 17 – Dow Inc. subsidiary Dow Chemical Co. launched cash tender offers to purchase up to $550 million of its debt securities and some debt securities of subsidiary Union Carbide Corp., according to a press release.

The following notes are included in the offers, listed in order of acceptance priority level:

• Up to $75 million of $150 million 7.375% senior notes due 2023 (Cusip: 260543BE2) issued by Dow Chemical, with pricing to be set using the 0.125% Treasury due Aug. 15, 2023 plus 75 basis points;

• Up to $85 million of $175 million 7.875% senior notes due 2023 (Cusip: 905572AD5) issued by Union Carbide, with pricing to be set using the 0.125% Treasury due Aug. 15, 2023 plus 75 bps;

• Up to $50 million of $150 million 7.5% senior notes due 2025 (Cusip: 905581AR5) issued by Union Carbide with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 100 bps;

• All $500 million of 3.15% senior notes due 2024 (Cusips: 260543CT8, 260543CS0, U26054KJ1) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 50 bps;

• All $900 million of 3.5% senior notes due 2024 (Cusip: 260543CJ0) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 50 bps;

• $75 million of $750 million 3.625% senior notes due 2026 (Cusips: 260543CX9, 260543CW1, U26054KL6) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 90 bps.

The tender offers will expire at 11:59 p.m. ET on Sept. 14.

Holders of notes that are validly tendered and not validly withdrawn at or prior to 5 p.m. ET on Aug. 28 that are accepted for purchase will receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 principal amount.

Pricing will be set at 10 a.m. ET on Aug. 31.

Holders will also receive accrued interest.

Tenders may be withdrawn at or prior to 5 p.m. ET on Aug. 28.

The offers are subject to some conditions, including a financing condition. The company announced Monday that it plans to market fixed-rate notes in two tranches.

BofA Securities, Inc. (980 387-3907, debt_advisory@bofa.com) is the lead dealer manager. BNP Paribas Securities Corp. (888 210-4358) and HSBC Securities (USA) Inc. (866 811-8049) are co-dealer managers.

The information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-4300, contact@gbsc-usa.com).

Dow is a specialty chemical company based in Midland, Mich.

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