The Dow Chemical Company (“TDCC”), a wholly owned subsidiary of
Dow Inc. (NYSE: DOW), announced today the completion of a public
offering of €2,250,000,000 aggregate principal amount of its notes.
TDCC issued €1,000,000,000 of its 0.500% notes due 2027,
€750,000,000 of its 1.125% notes due 2032 and €500,000,000 of its
1.875% notes due 2040 (the “Euro Notes”).
The net proceeds will be used to fund the redemption of existing
notes and/or repay indebtedness, including full redemption of
TDCC’s 3.000% Notes due November 15, 2022 (the “2022 Notes”), of
which approximately $1.25 billion is outstanding, and $750 million
of the outstanding $2.0 billion principal balance under the term
loan facility of Dow Silicones Corporation, a wholly owned
subsidiary of TDCC. Any remaining proceeds will be used to repay
other indebtedness.
TDCC has issued a notice for the full redemption of its 2022
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 the 2022 Notes outstanding.
Pursuant to the terms of the Indenture, such remaining
outstanding 2022 Notes will be redeemed in full on March 26, 2020
(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 2022 Notes and determined on the third business day
prior to the Redemption Date) plus 25 basis points, as set forth in
the 2022 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 2022 Notes being redeemed will terminate, except for
the right to receive payment of the applicable redemption price
upon surrender of the 2022 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 global breadth, asset integration and
scale, focused innovation and leading business positions to achieve
profitable growth. The Company’s ambition is to become the most
innovative, customer centric, inclusive and sustainable materials
science company. Dow’s portfolio of plastics, industrial
intermediates, coatings and silicones businesses delivers a broad
range of differentiated science-based products and solutions for
its customers in high-growth market segments, such as packaging,
infrastructure and consumer care. Dow operates 109 manufacturing
sites in 31 countries and employs approximately 36,500 people. Dow
delivered sales of approximately $43 billion in 2019. References to
Dow or the Company mean Dow Inc. and its subsidiaries.
Cautionary Statement about Forward-Looking Statements
This communication may contain “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; epidemics; 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 the
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 Part I, Item 1A
of Dow Inc. and TDCC’s combined Annual Report on Form 10-K for the
fiscal year ended December 31, 2019. Dow Inc. 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/20200225005972/en/
For further information, please contact: MEDIA: Kyle
Bandlow +1.989.638.2417 kbandlow@dow.com
INVESTORS: Neal Sheorey +1.989.636.6347
nrsheorey@dow.com
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