Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
June 08 2020 - 2:56PM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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1.900% InterNotes® Due June 15, 2025
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$
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4,037,000
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$
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524.00
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2.650% InterNotes® Due June 15, 2030
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$
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865,000
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$
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112.28
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3.750% InterNotes® Due June 15, 2050
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$
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2,940,000
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$
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381.61
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Filed under 424(b)(2), Registration Statement
No. 333-232862-01
Pricing Supplement
No. 24 - Dated Monday, June 8, 2020 (To: Prospectus Dated July 26, 2019, and Prospectus Supplement Dated July 26, 2019)
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CUSIP
Number
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Principal
Amount
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Selling
Price
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Gross
Concession
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Net
Proceeds
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Coupon
Rate
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Coupon
Frequency
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Maturity
Date
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1st
Coupon
Date
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1st
Coupon
Amount
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Survivors
Option
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Product
Ranking
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26054LT37
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$4,037,000.00
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100%
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1.250%
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$3,986,537.50
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1.900%
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Semi-Annual
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06/15/2025
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12/15/2020
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$9.71
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Yes
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Senior Unsecured Notes
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Redemption Information: Callable at 100.000% on 12/15/2020 and any time thereafter.
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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 12/15/2020 and any time thereafter at a redemption price equal to
100% of the principal amount of such 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.
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26054LT45
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$865,000.00
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100%
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1.800%
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$849,430.00
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2.650%
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Semi-Annual
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06/15/2030
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12/15/2020
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$13.54
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Yes
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Senior Unsecured Notes
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Redemption Information: Callable at 100.000% on 12/15/2020 and any time thereafter.
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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 12/15/2020 and any time thereafter at a redemption price equal to
100% of the principal amount of such 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.
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26054LT52
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$2,940,000.00
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100%
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3.150%
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$2,847,390.00
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3.750%
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Semi-Annual
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06/15/2050
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12/15/2020
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$19.17
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Yes
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Senior Unsecured Notes
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Redemption Information: Callable at 100.000% on 12/15/2020 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 12/15/2020 and any time thereafter at a redemption price equal
to 100% of the principal amount of such 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.
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The Dow Chemical Company
2211 H.H. Dow Way
Midland, Michigan 48674
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Trade Date: Monday, June 8, 2020 @ 12:00 PM ET
Settle Date:
Thursday, June 11, 2020
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.
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The Dow Chemical Company
The Dow Chemical Company InterNotes
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Legal Matters:
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In the opinion of Jonathan Wendt, Managing 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 May 12, 2020, filed in the Companys Current Report on Form 8-K dated May 12, 2020 and incorporated by reference as
Exhibit 5.1 to the Companys registration statement on Form S-3 ASR (File No. 333- 232862-01).
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InterNotes® is a registered trademark of Incapital Holdings LLC. All Rights Reserved.
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