MIDLAND, Mich., Aug. 16, 2021 /PRNewswire/ -- The Dow
Chemical Company ("TDCC"), a wholly owned subsidiary of Dow Inc.
("Dow") (NYSE: DOW), announced today that it has commenced cash
tender offers (each, individually with respect to a series of
Notes, a "Tender Offer" with respect to such series, and
collectively, the "Tender Offers") to purchase its debt securities
and certain debt securities of Rohm and Haas Company ("Rohm and
Haas"), a wholly owned subsidiary of TDCC, listed in the
table below (collectively, the "Notes") in an aggregate purchase
price (excluding Accrued Interest (as defined below)) of up to
$1.48 billion (the "Maximum Tender
Offer Amount") upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August
16, 2021 (the "Offer to Purchase"). "Aggregate purchase
price" refers to the aggregate price to be paid by us in
repurchasing any of the series of Notes eligible for the Tender
Offers, excluding Accrued Interest, which will not be included in
the Maximum Tender Offer Amount.
"In line with our strategic capital allocation priorities, this
action is expected to reduce Dow's gross debt by approximately
$1 billion and will continue to
support our strong investment-grade capital structure across the
economic cycle," said Howard
Ungerleider, president and CFO of Dow. "If fully tendered,
Dow will further improve its debt maturity profile, reduce annual
interest expense by more than $60
million, and continue to enhance our overall financial
flexibility."
Each Tender Offer is open to all registered holders of such
series of Notes (individually, a "Holder" and collectively, the
"Holders"). Subject to the Maximum Tender Offer Amount and the
"Tender Caps" (as set forth in the table below), the amount of a
series of Notes that is purchased in the Tender Offers on the
applicable Settlement Date (as defined below) will be based on the
acceptance priority level for such series (in numerical priority
order, with 1 being the highest) (the "Acceptance Priority Level")
set forth in the table below and on the cover page of the Offer to
Purchase, subject to the proration arrangements applicable to the
Tender Offers.
Title of
Notes
|
CUSIP(s)
|
Original
Issuer
|
Total
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Tender Cap
(Aggregate
Principal
Amount)
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page(2)
|
Fixed
Spread
|
Early
Tender
Premium(3)
|
9.40% Notes due
2039
|
260543BY8
|
TDCC
|
$807,939,000
|
1
|
$250,000,000
|
2.250% due
May 15, 2041
|
FIT1
|
129 bps
|
$30
|
7.850% Debentures due
2029
|
775371AU1
|
Rohm and
Haas
|
$773,851,000
|
2
|
$400,000,000(1)
|
1.250% due
August 15, 2031
|
FIT1
|
90 bps
|
$30
|
7⅜% Debentures due
2029
|
260543BJ1
|
TDCC
|
$1,000,000,000
|
3
|
1.250% due
August 15, 2031
|
FIT1
|
62 bps
|
$30
|
4.250% Notes due
2034
|
260543CK7
|
TDCC
|
$600,000,000
|
4
|
$100,000,000
|
1.250% due
August 15, 2031
|
FIT1
|
108 bps
|
$30
|
4.550% Notes due
2025
|
260543CN1
260543CM3
(144A)
U26054KF9
(Reg S)
|
TDCC
|
$500,000,000
|
5
|
None
|
0.625% due
July 31, 2026
|
FIT1
|
25 bps
|
$30
|
3.625% Notes due
2026
|
260543CX9
260543CW1
(144A)
U26054KL6
(Reg S)
|
TDCC
|
$750,000,000
|
6
|
None
|
0.625% due
July 31, 2026
|
FIT1
|
27 bps
|
$30
|
4.800% Notes due
2028
|
260543CY7
|
TDCC
|
$600,000,000
|
7
|
None
|
1.250% due
August 15, 2031
|
FIT1
|
32 bps
|
$30
|
5.250% Notes due
2041
|
260543CE1
|
TDCC
|
$750,000,000
|
8
|
None
|
2.250% due
May 31, 2041
|
FIT1
|
106 bps
|
$30
|
|
|
(1)
|
The tender cap of
$400,000,000 for the 7.850% Debentures due 2029 issued by Rohm and
Haas and the 7⅜% Debentures due 2029 issued by TDCC represents the
combined maximum aggregate principal amount of such Notes that will
be purchased in the Tender Offers.
|
(2)
|
The applicable page
on Bloomberg from which the Lead Dealer Managers (as defined below)
will quote the bid-side prices of the applicable Reference U.S.
Treasury Security (as defined below).
|
(3)
|
Per $1,000 principal
amount of the applicable series of Notes tendered at or prior to
the Early Tender Deadline and accepted for purchase (which amount
is included in the Total Consideration (as defined
below)).
|
The Tender Offers are being made upon, and are subject to, the
terms and conditions set forth in the Offer to Purchase. The Tender
Offers will expire at 11:59 p.m.,
New York City time, on
September 13, 2021, unless extended by TDCC or earlier
terminated with respect to any Tender Offer (such date and time, as
it may be extended or earlier terminated, the "Expiration Time").
No tenders of Notes submitted after the Expiration Time will be
valid. Holders of Notes that are validly tendered and not validly
withdrawn at or prior to 5:00 p.m.,
New York City time, on
August 27, 2021 (such date and time, as it may be extended,
the "Early Tender Deadline") that are accepted for purchase will
receive the applicable Total Consideration, which includes an early
tender premium of $30 per
$1,000 principal amount of the Notes
accepted for purchase (the "Early Tender Premium"). Holders of
Notes that are validly tendered and not validly withdrawn following
the Early Tender Deadline but at or prior to the Expiration Time
that are accepted for purchase (if any) will receive only the
applicable "Tender Offer Consideration," which is, for each series
of Notes, the applicable Total Consideration minus the applicable
Early Tender Premium.
The "Total Consideration" for each series per $1,000 principal amount of Notes validly tendered
and accepted for purchase by TDCC pursuant to the Tender Offers
will be determined in the manner described in the Offer to Purchase
so as to result in a price as of the Early Settlement Date (or the
Final Settlement Date, if we elect not to have an Early Settlement
Date) that equates to a yield to the par call date (of, if such
Notes do not have a par call date, the maturity date) in accordance
with the formula set forth in Annex A to the Offer to Purchase, for
the applicable series of Notes equal to the sum of (i) the yield to
the maturity date calculated by the Lead Dealer Managers in
accordance with standard market practice, corresponding to the bid
side price of the applicable U.S. Treasury Security (the "Reference
U.S. Treasury Security") set forth for the series of Notes in the
table above at 10:00 a.m.,
New York City time, on
August 30, 2021 plus the applicable
fixed spread specified for such series of Notes in the table above,
subject to certain exceptions set forth in the Offer to
Purchase.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest, rounded to the
nearest cent on the applicable series of Notes from the last
interest payment date with respect to such Notes to, but not
including, the applicable Settlement Date, less any applicable
withholding taxes ("Accrued Interest"). The Accrued Interest
payable pursuant to the Tender Offers is excluded from the Maximum
Tender Offer Amount.
Tendered Notes may be validly withdrawn from the Tender Offers
at or prior to 5:00 p.m.,
New York City time, on
August 27, 2021, unless extended by TDCC with respect to any
Tender Offer (such date and time, as it may be extended, the
"Withdrawal Deadline"). After the applicable Withdrawal Deadline,
Holders who have validly tendered their Notes may not validly
withdraw such Notes unless TDCC is required to extend withdrawal
rights under applicable law.
TDCC reserves the right, but is under no obligation, at any
point following the Early Tender Deadline and before the Expiration
Time, subject to the satisfaction or waiver of the conditions to
the Tender Offers, to accept for purchase any Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline (the settlement date of such purchase being the "Early
Settlement Date"), subject to the Maximum Tender Offer Amount, the
Tender Caps, the Acceptance Priority Levels and the proration
arrangements applicable to the Tender Offers. The Early Settlement
Date will be determined at TDCC's option and is currently expected
to occur on or after August 31, 2021,
subject to all conditions to the Tender Offers having been either
satisfied or waived by TDCC. Irrespective of whether TDCC chooses
to exercise its option to have an Early Settlement Date, TDCC will
purchase any remaining Notes that have been validly tendered at or
prior to the Expiration Time and that TDCC chooses to accept for
purchase, subject to all conditions to the Tender Offers having
been either satisfied or waived by TDCC, promptly following the
Expiration Time (the settlement date of such purchase being the
"Final Settlement Date"; the Final Settlement Date and the Early
Settlement Date each being a "Settlement Date"), subject to the
Maximum Tender Offer Amount, the Tender Caps, the Acceptance
Priority Levels and proration arrangements applicable to the Tender
Offers. The Final Settlement Date is expected to occur on
September 15, 2021, the second business day following the
Expiration Time, assuming that the conditions to the Tender Offers
are satisfied or waived and Notes in an aggregate purchase price
equal to the Maximum Tender Offer Amount are not purchased on the
Early Settlement Date.
Subject to the Maximum Tender Offer Amount, the Tender Caps and
the proration arrangements applicable to the Tender Offers, all
Notes validly tendered at or prior to the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any Notes validly tendered at or prior to the Early Tender Deadline
having a lower Acceptance Priority Level are accepted. Among any
Notes validly tendered following the Early Tender Deadline but at
or prior to the Expiration Time, Notes having a higher Acceptance
Priority Level will be accepted before any Notes having a lower
Acceptance Priority Level are accepted. However, if the Tender
Offers are not fully subscribed as of the Early Tender Deadline,
subject to the Tender Caps, Notes validly tendered at or prior to
the Early Tender Deadline will be accepted for purchase in priority
to other Notes tendered following the Early Tender Deadline, even
if such Notes tendered following the Early Tender Deadline have a
higher Acceptance Priority Level than Notes tendered at or prior to
the Early Tender Deadline.
Acceptances for tenders of Notes of a series may be subject to
proration if the aggregate principal amount of the Notes of such
series validly tendered and not validly withdrawn is greater than
the applicable Tender Cap or if the aggregate purchase price of the
Notes of such series would cause the Maximum Tender Offer Amount to
be exceeded. Furthermore, absent an amendment of the Tender Offers,
(i) if the Tender Offers are fully subscribed as of the Early
Tender Deadline, Holders who validly tender Notes following the
Early Tender Deadline will not have any of their Notes accepted for
purchase, and (ii) if any Tender Cap is reached as of the
Early Tender Deadline, Holders who validly tender Notes subject to
such Tender Cap following the Early Tender Deadline will not have
any of their Notes of such series accepted for purchase.
TDCC's obligation to accept for payment and to pay for any of
the Notes validly tendered in the Tender Offers is not subject to
any minimum purchase price of Notes in the aggregate or of any
series being tendered, but is subject to the satisfaction or waiver
of a number of conditions described in the Offer to Purchase. TDCC
reserves the right, subject to applicable law, to: (i) waive
any and all conditions to any Tender Offer; (ii) extend or
terminate any Tender Offer; (iii) increase or decrease the
Maximum Tender Offer Amount and/or increase, decrease or eliminate
any of the Tender Caps; or (iv) otherwise amend any Tender
Offer in any respect.
A Holder wishing to tender Notes may do so by book-entry
transfer and delivery of an agent's message pursuant to DTC's
Automated Tender Offer Program. TDCC has retained BNP Paribas
Securities Corp. and SMBC Nikko Securities America, Inc. to act as
lead dealer managers (together, the "Lead Dealer Managers"), HSBC
Securities (USA) Inc., J.P. Morgan
Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and
Standard Chartered Bank to act as senior co-dealer managers
(together, the "Senior Co-Dealer Managers") and Citigroup Global
Markets Inc., Credit Agricole Securities (USA) Inc. and TD Securities (USA) LLC to act as co-dealer managers
(together, the "Co-Dealer Managers" and together with the Lead
Dealer Managers and Senior Co-Dealer Managers, the "Dealer
Managers") in connection with the Tender Offers. Questions and
requests for assistance regarding the terms of the Tender Offers
should be directed to BNP Paribas Securities Corp. at (888)
210-4358 (toll-free) and SMBC Nikko Securities America, Inc. at
(888) 284-9760 (toll-free) or (212) 224-5328 (collect). Copies of
the Offer to Purchase and any amendments or supplements to the
foregoing may be obtained from Global Bondholder Services
Corporation, the depositary and information agent for the Tender
Offers (the "Depositary and Information Agent"), by calling (212)
430-3774 (for banks and brokers only) or (866) 470-3700 (toll-free)
(for all others) or via contact@gbsc-usa.com.
None of TDCC, Rohm and Haas, the Depositary and Information
Agent, the Dealer Managers or the trustee under the indenture
governing the Notes, or any of their respective affiliates, is
making any recommendation as to whether Holders should tender or
refrain from tendering all or any portion of their Notes in
response to the Tender Offers, and no one has been authorized by
any of them to make such a recommendation. Holders must make their
own decision as to whether to tender their Notes and, if so, the
principal amount of Notes as to which action is to be taken.
Holders should consult their tax, accounting, financial and legal
advisers regarding the tax, accounting, financial and legal
consequences of participating or declining to participate in the
Tender Offers.
The Tender Offers are only being made pursuant to the Offer to
Purchase. This press release is neither an offer to purchase or
sell nor a solicitation of an offer to purchase or sell any Notes
in the Tender Offers or any other securities of TDCC or Rohm and
Haas. The Tender Offers are not being made to Holders of Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the Tender Offers
are required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of TDCC or Rohm and Haas
by the Dealer Managers, or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
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, with a purpose
to deliver a sustainable future for the world through our materials
science expertise and collaboration with our partners. 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,
mobility and consumer care. Dow operates 106 manufacturing sites in
31 countries and employs approximately 35,700 people. Dow delivered
sales of approximately $39 billion in
2020. 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.
Rohm and Haas is a chemicals and polymers company and has been a
wholly owned subsidiary of TDCC since its acquisition on
April 1, 2009.
For further
information, please contact:
|
|
|
MEDIA:
|
INVESTORS:
|
Kyle
Bandlow
|
Pankaj
Gupta
|
+1.989.638.2417
|
+1.989.638.5265
|
kbandlow@dow.com
|
pgupta@dow.com
|
Twitter: https://twitter.com/DowNewsroom
Facebook: https://www.facebook.com/dow/
LinkedIn: http://www.linkedin.com/company/dow-chemical
Instagram: http://instagram.com/dow_official
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. Such statements often
address expected future business and financial performance,
financial condition, and other matters, and often contain words or
phrases 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 or phrases.
Forward-looking statements are based on current assumptions and
expectations of future events that are subject to risks,
uncertainties and other factors that are beyond Dow's control,
which may cause actual results to differ materially from those
projected, anticipated or implied in the forward-looking statements
and speak only as of the date the statements were made. These
factors include, but are not limited to: sales of Dow's products;
Dow's expenses, future revenues and profitability; the continuing
global and regional economic impacts of the coronavirus disease
2019 ("COVID-19") pandemic and other public health-related risks
and events on Dow's business; capital requirements and need for and
availability of financing; size of the markets for Dow's products
and services and ability to compete in such markets; failure to
develop and market new products and optimally manage product life
cycles; the rate and degree of market acceptance of Dow's products;
significant litigation and environmental matters and related
contingencies and unexpected expenses; the success of competing
technologies that are or may become available; the ability to
protect Dow's intellectual property in the United States and abroad; developments
related to contemplated restructuring activities and proposed
divestitures or acquisitions such as workforce reduction,
manufacturing facility and/or asset closure and related exit and
disposal activities, and the benefits and costs associated with
each of the foregoing; fluctuations in energy and raw material
prices; management of process safety and product stewardship;
changes in relationships with Dow's significant customers and
suppliers; changes in consumer preferences and demand; changes in
laws and regulations, political conditions or industry development;
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; and disruptions in Dow's
information technology networks and systems.
Risks related to Dow's separation from DowDuPont Inc. include,
but are not limited to: (i) Dow's inability to achieve some or all
of the benefits that it expects to receive from the separation from
DowDuPont Inc.; (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) non-compete restrictions under the separation agreement; (v)
receipt of less favorable terms in the commercial agreements Dow
entered into with 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 (vi) 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. A
detailed discussion of principal risks and uncertainties which may
cause actual results and events to differ materially from such
forward-looking statements is included in the section titled "Risk
Factors" contained in Dow Inc. and TDCC's combined Annual Report on
Form 10-K for the fiscal year ended December
31, 2020 and Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2021 and
June 30, 2021. These are not the only
risks and uncertainties that Dow faces. 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. If any of those risks or uncertainties develops into an
actual event, it could have a material adverse effect on Dow's
business. Dow assumes 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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SOURCE The Dow Chemical Company