Dow Chemical announces early tender results for six series of notes, sets pricing

By Taylor Fox

New York, Aug. 31 – Dow Inc. subsidiary Dow Chemical Co. announced the pricing terms of its cash tender offers to purchase certain of its debt securities and certain debt securities of subsidiary Union Carbide Corp. in an aggregate purchase price of up to $550 million, according to a press release.

The early cash tender results and the total consideration for each series of notes, listed in order of acceptance priority level, is as follows:

• $29,289,000 of up to $75 million of $150 million 7.375% senior notes due 2023 (Cusip: 260543BE2) with total consideration of $1,159.66;

• $45,655,000 of up to $85 million of $175 million 7.875% senior notes due 2023 (Cusip: 905572AD5) with total consideration of $1,177.65;

• $36,895,000 of up to $50 million of $150 million 7.5% senior notes due 2025 (Cusip: 905581AR5) with total consideration of $1,286.05;

• $292,351,000 of $500 million of 3.15% senior notes due 2024 (Cusips: 260543CT8, 260543CS0, U26054KJ1) with total consideration of $1,084.7;

• $261,856,000 of $900 million of 3.5% senior notes due 2024 (Cusip: 260543CJ0) with total consideration of $1,102.77; and

• $243,935,000 of up to $75 million (oversubscribed) of $750 million 3.625% senior notes due 2026 (Cusips: 260543CX9, 260543CW1, U26054KL6) with an undetermined total consideration.

The early settlement date for the tender offers is anticipated to be Sept. 1 for notes validly tendered and not validly withdrawn at or prior to 5 p.m. ET on Aug. 28.

Because the aggregate purchase price of notes validly tendered and not validly withdrawn at or prior to the early tender deadline exceeded the maximum tender offer amount, Dow will accept the notes for purchase subject to the acceptance priority levels and tender caps.

Dow will not accept any notes tendered after the early tender deadline.

Dow has accepted for purchase $88,601,000 aggregate principal amount of the 3.5% senior notes due 2024 validly tendered and not validly withdrawn as of the early tender deadline on a prorated basis, using a proration factor of approximately 0.34%.

Any 3.5% senior notes due 2024 not accepted for purchase will be returned promptly to holders following the pricing date.

Dow will not accept for purchase any 3.625% senior notes due 2026 tendered in the tender offers.

As previously reported, the tender offer was subject to a financing condition, which was satisfied on Aug. 26 through the issuance of $2 billion of new debt securities.

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. Union Carbide is a chemicals and polymers company that has been a wholly owned subsidiary of Dow since 2001.

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