Dow Chemical Company Announces Pricing Details for Cash Tender Offer

Dow Chemical Company Cash Tender Offer Pricing Overview

On March 11, 2025, Dow Chemical Company, operating as TDCC and a subsidiary of Dow Inc. (NYSE: DOW), announced the pricing details in connection with its previously declared cash tender offer aimed at acquiring certain debt securities issued by itself, as well as those from its subsidiaries, Rohm and Haas Company and Union Carbide Corporation. This notable financial maneuver has an aggregate purchase consideration totaling up to $1.0 billion, excluding any accrued interest.

Context of the Tender Offer

The purpose of this cash tender offer is to procure specific series of notes, which have been detailed in the official announcement. The announcement also highlights that those securities which were validly tendered and not subsequently withdrawn by the designated Early Participation Date are being considered for the transaction. It is essential to understand that the terms of this tender offer were elaborated in the Offer to Purchase, dated February 25, 2025, which provides a comprehensive outline of all relevant conditions.

According to the details released, various series of notes and debentures are eligible for consideration under this tender offer. Noteworthy pricing data for these securities includes both the applicable Reference Yields and Total Consideration, calculated around 10:00 a.m. on March 11, 2025, based on New York City time.

Pricing Details of Securities

In total, several specific securities are outlined, each with distinct identifiers, principal amounts outstanding, levels of acceptance priority, and purchase considerations. Below is a summary of these key details:

- 0.500% Notes Due 2027

- Security Identifier: XS2122485845
- Principal Amount Outstanding: €1,000,000,000
- Total Consideration: €960.04
- Reference Yield: 2.320%

- 7.850% Debentures Due 2029

- Security Identifier: US775371AU10
- Principal Amount Outstanding: $595,078,000
- Total Consideration: $1,128.06
- Reference Yield: 4.011%

- 7.375% Debentures Due 2029

- Security Identifier: US260543BJ10
- Principal Amount Outstanding: $778,773,000
- Total Consideration: $1,122.91
- Reference Yield: 4.011%

- 9.400% Notes Due 2039

- Security Identifier: US260543BY86
- Principal Amount Outstanding: $557,943,000
- Total Consideration: N/A

- 7.750% Debentures Due 2096

- Security Identifier: US905581AS39
- Principal Amount Outstanding: $135,172,000
- Total Consideration: N/A

This structured listing provides insight into the scale and organization of the tender offer, allowing stakeholders to assess the impact on their holdings.

Tender Offer Timeline

The Early Participation Date was set for 5:00 p.m. New York City time on March 10, 2025. Post this deadline, TDCC will accept for payment securities that have been validly tendered, adhering to the Tender Cap outlined in the offer. A significant part of the announcement emphasized that an early settlement could be utilized, with the payment date anticipated for March 13, 2025.

Holders of the securities who were accepted for purchase will receive total cash consideration as specified, including accrued interest from the last payment date until the upcoming settlement date. Since the total purchase price collectively tendered surpassed the designated Tender Cap, only select securities will be procured, effectively filtering the acquisition to those with the most advantageous terms.

Conclusion and Additional Information

Dow Chemical Company has enlisted notable financial institutions like Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. to serve as joint lead dealer managers throughout this endeavor. Questions regarding this tender offer can be directed to these institutions.

It's crucial to recognize that while this announcement establishes the framework for the tender offer, it does not serve as any recommendation for securities holders concerning the decision to tender or retain their securities. All interested parties are encouraged to consult with financial advisors to address any personal implications resulting from participation in this tender offer.

Through strategic moves like this tender offer, Dow continues to position itself robustly within the competitive landscape of materials science, reinforcing its commitment to financial and operational growth in the evolving market landscape. Further details regarding Dow's operations and strategic focus can be found on their official website.