Current Report Filing (8-k)
November 28 2018 - 9:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2018
THE DOW CHEMICAL COMPANY
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-3433
|
|
38-1285128
|
(State or other jurisdiction
of incorporation)
|
|
Commission
File Number
|
|
(IRS Employer
Identification No.)
|
|
|
|
2211 H. H. Dow Way, Midland, Michigan
|
|
48674
|
(Address of principal executive offices)
|
|
(Zip code)
|
(989)
636-1000
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01
|
Regulation FD Disclosure
|
On November 28, 2018, The Dow Chemical Company (the Company), issued a press release announcing that it has commenced a cash tender offer (the
Tender Offer) for any and all of its 8.55% Notes due May 15, 2019 (the Notes). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase and related notice of guaranteed delivery
(collectively, the Tender Offer Documents) that will be sent to registered holders of the Notes and be posted online at
www.gbsc-usa.com/dow/.
The Tender Offer will expire at 5:00 p.m., Eastern
time, on December 4, 2018, unless extended or earlier terminated.
The consideration for each $1,000 principal amount of Notes validly tendered and
accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the press release furnished as Exhibit 99.1 hereto and the Tender Offer Documents by reference to a specified fixed spread for the Notes plus the yield
based on the
bid-side
price of a specified U.S. Treasury Reference Security at 11:00 a.m., Eastern time, on December 4, 2018, unless extended.
Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on their Notes from, but not including, the
last interest payment date up to, but excluding, the date the Company initially makes payment for such Notes, which date is anticipated to be December 5, 2018 (the Settlement Date). Notes tendered by notice of guaranteed delivery
and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated by
reference herein.
The information included in this Current Report on Form
8-K
under this Item 7.01 (including
Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
|
Financial Statements and Exhibits
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 28, 2018
|
|
|
The Dow Chemical Company
|
|
|
By:
|
|
/s/ Ronald C. Edmonds
|
|
|
Ronald C. Edmonds
|
|
|
Controller and Vice President of Controllers and Tax
|
Dow (NYSE:DOW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Dow (NYSE:DOW)
Historical Stock Chart
From Apr 2023 to Apr 2024