The Dow Chemical Company (“TDCC”), a wholly owned subsidiary of
Dow Inc. (NYSE: DOW) (“Dow”), announced today a full redemption of
its 4.125% Notes due 2021 (the “Notes”) issued pursuant to an
Indenture dated as of May 1, 2008 (as supplemented, the
“Indenture”) between TDCC and The Bank of New York Mellon Trust
Company, N.A., as trustee. As of the date of issuance of the
redemption notice, there was $1,250,000,000 aggregate principal
amount of such Notes outstanding.
Pursuant to the terms of the Indenture, such remaining
outstanding Notes will be redeemed in full on November 12, 2019
(the “Redemption Date”) at a redemption price equal to the greater
of (1) 100% of the principal amount thereof, and (2) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such interest
payments accrued as of the Redemption Date), discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
defined in the Notes and determined on the third business day prior
to the Redemption Date) plus 35 basis points, as set forth in the
Notes, along with accrued and unpaid interest up to, but not
including, the Redemption Date. On the Redemption Date and upon
TDCC’s payment of the redemption price, all rights of holders with
respect to the Notes being redeemed will terminate, except for the
right to receive payment of the applicable redemption price upon
surrender of the Notes for redemption.
Copies of the notice of redemption can be obtained from The Bank
of New York Mellon Trust Company, N.A. by calling Bondholder
Relations at (800) 254-2826.
About Dow
Dow (NYSE: DOW) combines one of the broadest technology sets in
the industry with asset integration, focused innovation and global
scale to achieve profitable growth and become the most innovative,
customer centric, inclusive and sustainable materials science
company. Dow’s portfolio of performance materials, industrial
intermediates and plastics businesses delivers a broad range of
differentiated science-based products and solutions for our
customers in high-growth segments, such as packaging,
infrastructure and consumer care. Dow operates 113 manufacturing
sites in 31 countries and employs approximately 37,000 people. Dow
delivered pro forma sales of approximately $50 billion in 2018.
References to Dow mean Dow Inc. and its subsidiaries. For more
information, please visit www.dow.com or follow @DowNewsroom on
Twitter.
Cautionary Statement about Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance, financial condition, and other matters,
and often contain words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,”
“plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,”
“will be,” “will continue,” “will likely result,” “would” and
similar expressions, and variations or negatives of these words.
Forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may
cause actual results to differ materially from the forward-looking
statements.
Forward-looking statements include, but are not limited to,
expectations as to future sales of Dow’s products; the ability to
protect Dow’s intellectual property in the United States and
abroad; estimates regarding Dow’s capital requirements and need for
and availability of financing; estimates of Dow’s expenses, future
revenues and profitability; estimates of the size of the markets
for Dow’s products and services and Dow’s ability to compete in
such markets; expectations related to the rate and degree of market
acceptance of Dow’s products; the outcome of certain Dow
contingencies, such as litigation and environmental matters;
estimates of the success of competing technologies that may become
available and expectations regarding the benefits and costs
associated with each of the foregoing.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. Forward-looking statements
are based on certain assumptions and expectations of future events
which may not be realized and speak only as of the date the
statements were made. In addition, forward-looking statements also
involve risks, uncertainties and other factors that are beyond
Dow’s control that could cause Dow’s actual results to differ
materially from those projected, anticipated or implied in the
forward-looking statements. These factors include, but are not
limited to: fluctuations in energy and raw material prices; failure
to develop and market new products and optimally manage product
life cycles; significant litigation and environmental matters;
failure to appropriately manage process safety and product
stewardship issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions, such as
inflation, market uncertainty, interest and currency exchange
rates, and equity and commodity prices; business or supply
disruptions; security threats, such as acts of sabotage, terrorism
or war; weather events and natural disasters; ability to protect,
defend and enforce Dow’s intellectual property rights; increased
competition; changes in relationships with Dow’s significant
customers and suppliers; unanticipated expenses such as litigation
or legal settlement expenses; unanticipated business disruptions;
Dow’s ability to predict, identify and interpret changes in
consumer preferences and demand; Dow’s ability to complete proposed
divestitures or acquisitions; Dow’s ability to realize the expected
benefits of acquisitions if they are completed; the availability of
financing to Dow in the future and the terms and conditions of such
financing; and disruptions in Dow’s information technology networks
and systems. Additionally, there may be other risks and
uncertainties that Dow is unable to identify at this time or that
Dow does not currently expect to have a material impact on its
business.
Risks related to achieving the anticipated benefits of our
separation from DowDuPont Inc. include, but are not limited to, a
number of conditions including risks outside the control of Dow
including risks related to (i) Dow’s inability to achieve some or
all of the benefits that it expects to receive from the separation
from DowDuPont, (ii) certain tax risks associated with the
separation, (iii) Dow’s inability to make necessary changes to
operate as a stand-alone company, (iv) the failure of Dow’s pro
forma financial information to be a reliable indicator of Dow’s
future results, (v) Dow’s inability to enjoy the same benefits of
diversity, leverage and market reputation that it enjoyed as a
combined company, (vi) Dow’s inability to receive third-party
consents required under the separation agreement, (vii) Dow’s
customers, suppliers and others' perception of Dow’s financial
stability on a stand-alone basis, (viii) non-compete restrictions
under the separation agreement, (ix) receipt of less favorable
terms in the commercial agreements we entered into with E. I. du
Pont de Nemours and Company n/k/a/ DuPont de Nemours,
Inc.(“DuPont”) and Corteva, Inc. (“Corteva”), including
restrictions under intellectual property cross-license agreements,
than Dow would have received from an unaffiliated third party; and
(x) Dow’s obligation to indemnify DuPont and/or Corteva for certain
liabilities.
Where, in any forward-looking statement, an expectation or
belief as to future results or events is expressed, such
expectation or belief is based on the current plans and
expectations of management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished.
For a more detailed discussion of Dow’s risks and uncertainties,
see the section titled “Risk Factors” contained in Dow Inc. and
TDCC’s combined Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2019, in the Current Report on Form 8-K of
Dow Inc. and TDCC, filed with the SEC on July 25, 2019, recasting
portions of the TDCC 10-K for the fiscal year ended December 31,
2018, and in Part I, Item 1A of the Annual Report on Form 10-K of
TDCC for the fiscal year ended December 31, 2018. Dow and TDCC
assume no obligation to update or revise publicly any
forward-looking statements whether because of new information,
future events or otherwise, except as required by securities and
other applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20191011005545/en/
Media: Kyle Bandlow +1 989-638-2417 kbandlow@dow.com
Investors: Neal Sheorey +1 989-636-6347
nrsheorey@dow.com
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