Dow announces completion of senior notes offering & repayment of $1.25 billion principal outstanding balance of Dow Silicones...
August 26 2020 - 4:30PM
Business Wire
The Dow Chemical Company (“TDCC”), a wholly-owned subsidiary of
Dow Inc. (NYSE: DOW), announced today the completion of a public
offering of $2,000,000,000 aggregate principal amount of its notes.
TDCC issued $850,000,000 of its 2.100% notes due 2030 and
$1,150,000,000 of its 3.600% notes due 2050.
The net proceeds will be used to fund the redemption of
indebtedness, including the repayment of up to $1.25 billion
principal balance outstanding under the term loan facility of Dow
Silicones Corporation, a wholly-owned subsidiary of TDCC, and to
finance the cash tender offers to purchase certain of its debt
securities and certain debt securities of Union Carbide
Corporation, a wholly-owned subsidiary of TDCC, in an aggregate
purchase price (excluding accrued interest) of up to $550 million.
Any remaining proceeds will be used to repay other
indebtedness.
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. 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; the continuing global and regional economic impacts of
the coronavirus disease 2019 (“COVID-19”) pandemic and crude oil
supply and price volatility; estimates regarding benefits achieved
through contemplated restructuring activities, such as workforce
reduction, exit and disposal activities; 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; disruptions in Dow’s information technology networks and
systems; the continuing risks related to the COVID-19 pandemic and
crude oil supply and price volatility; and Dow’s ability to realize
the expected benefits of restructuring activities if they are
approved and completed. 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 Dow’s
separation from DowDuPont include, but are not limited to, a number
of conditions 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) the failure
of Dow’s pro forma financial information to be a reliable indicator
of Dow’s future results; (iv) Dow’s inability to receive
third-party consents required under the separation agreement; (v)
non-compete restrictions under the separation agreement; (vi)
receipt of less favorable terms in the commercial agreements Dow
entered into with DuPont and Corteva, Inc. (“Corteva”), including
restrictions under intellectual property cross-license agreements,
than Dow would have received from an unaffiliated third party; and
(vii) 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 II, Item 1A
of the combined Dow Inc. and TDCC Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2020 and June 30, 2020
and Part I, Item 1A of the combined Dow Inc. and TDCC 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/20200826005711/en/
MEDIA: Kyle Bandlow +1.989.638.2417 kbandlow@dow.com
INVESTORS: Colleen Kay +1.989.636.0920 ckay@dow.com
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