Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)

Date : 08/06/2019 @ 8:55PM
Source : Edgar (US Regulatory)
Stock : Dow Inc (DOW)
Quote : 54.94  0.99 (1.84%) @ 8:04PM

Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

 

Securities Offered

  

 

Maximum Aggregate

 

Offering Price

  

 

Amount of

 

Registration Fee

     

2.450% InterNotes® Due August 15, 2024

   $4,335,000    $525.40
     

3.150% InterNotes® Due August 15, 2029

   $9,659,000    $1,170.67
     

4.250% InterNotes® Due August 15, 2049

   $28,806,000    $3,491.29

Filed under 424(b)(2), Registration Statement No. 333-232862-01    

Pricing Supplement No. 1 - Dated Monday, August 5, 2019 (To: Prospectus Dated July 26, 2019, and Prospectus Supplement Dated July 26, 2019)    

CUSIP
Number

 

Principal
Amount

 

Selling Price

 

Gross
Concession

 

Net
Proceeds

 

Coupon
Rate

 

Coupon
Frequency

 

Maturity
Date

 

1st Coupon
Date

 

1st Coupon
Amount

 

Survivor’s
Option

 

Product
Ranking

26054LJ61

  $4,335,000.00   100%   1.250%   $4,280,812.50   2.450%   Semi-Annual   08/15/2024   02/15/2020   $12.73   Yes   Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 02/15/2020 and any time thereafter

 

 

Joint Lead Managers and Lead Agents: Incapital LLC                 Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

 

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 02/15/2020 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of such the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

 

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 0.8500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 0.8500% to the public offering price, thereby not retaining any portion of the discount as compensation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26054LJ79   $9,659,000.00   100%   1.800%   $9,485,138.00   3.150%   Semi-Annual   08/15/2029   02/15/2020   $16.36   Yes   Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 02/15/2020 and any time thereafter

   

 

Joint Lead Managers and Lead Agents: Incapital LLC                  Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 02/15/2020 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of such the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus..

 

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 1.2500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 1.2500% to the public offering price, thereby not retaining any portion of the discount as compensation.

26054LJ87   $28,806,000.00   100%   3.150%   $27,898,611.00   4.250%   Semi-Annual   08/15/2049   02/15/2020   $22.08   Yes   Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 02/15/2020 and any time thereafter

 

Joint Lead Managers and Lead Agents: Incapital LLC                 Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 02/15/2020 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of such the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

 

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 2.4000% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 2.4000% to the public offering price, thereby not retaining any portion of the discount as compensation.

 

LOGO

The Dow Chemical Company

 

2211 H.H. Dow Way

  

Trade Date: Monday, August 5, 2019 @ 12:00 PM ET

Settle Date: Thursday, August 8, 2019

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only

DTC Number 0235 via RBC Dain Rauscher Inc

 

If the maturity date or an interest payment date for any note is not a business day (as such term is defined in prospectus), principal and premium, if any, and interest for that note is paid on the next business day, and no further such interest will accrue from, and including, the maturity date or such interest payment date.

  

The Dow Chemical Company

 

The Dow Chemical Company InterNotes


Midland, Michigan 48674    Legal Matters:
     In the opinion of Leah Trzcinski, Counsel and Assistant Secretary, of The Dow Chemical Company (the “Company”), the notes offered by this pricing supplement have been duly authorized, and when executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will be legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). This opinion is given as of the date hereof and is limited to the law of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of such counsel dated August 5, 2019, filed in the Company’s Current Report on Form 8-K dated August 5, 2019 and incorporated by reference as Exhibit 5.1 to the Company’s registration statement on Form S-3 ASR (File No. 333-232862-01). Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying Prospectus Supplement.
   
    

InterNotes® is a registered trademark of Incapital Holdings LLC. All Rights Reserved.

 

   
      

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