On November 30, 2018, The Dow Chemical Company (the Company) completed the sale and issuance (the Offering) of $2.0 billion
in aggregate principal amount of notes consisting of $500,000,000 principal amount of 4.550% Notes due 2025 (the Notes due 2025), $600,000,000 principal amount of 4.800% Notes due 2028 (the Notes due 2028) and $900,000,000
principal amount of 5.550% Notes due 2048 (the Notes due 2048, and together with the Notes due 2025 and the Notes due 2028, the Notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act) and outside the United States to
non-U.S.
persons in reliance on Regulation S under the Securities Act. The Offering was made pursuant to a
Purchase Agreement (the Purchase Agreement), dated as of November 28, 2018, among the Company and the representatives of the initial purchasers named therein.
The Notes were issued under an Indenture dated as of May 1, 2008 (the Indenture), between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of November 30, 2018 (the First Supplemental Indenture), among the Company, Dow Holdings Inc. and the Trustee. The
Notes are the senior unsecured obligations of the Company.
The First Supplemental Indenture and the forms of the Notes due 2025, the Notes due 2028 and
the Notes due 2048 are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form
8-K
(the Report) and are incorporated by reference into this Report.
Registration Rights Agreement
The holders of the Notes
are entitled to the benefits of a Registration Rights Agreement, dated as of November 30, 2018 (the Registration Rights Agreement), between the Company and the representatives of the initial purchasers under the Purchase Agreement.
Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission for an offer to exchange the Notes for a new issuance of substantially identical notes issued under
the Securities Act (the Exchange Offer) and to cause the Exchange Offer to be consummated within 365 days after November 30, 2018. The Company may be required to provide a shelf registration statement to cover resales of the Notes
under certain circumstances. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it may be required to pay additional interest on the Notes.
The Registration Rights Agreement is attached as Exhibit 4.5 to this Report and is incorporated by reference into this Report. The foregoing description of
the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.