MIDLAND, Mich., Aug. 30, 2021 /PRNewswire/ -- The Dow
Chemical Company ("TDCC"), a wholly owned subsidiary of Dow Inc.
(NYSE: DOW), announced today the early results of its
previously-announced 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 certain
of its debt securities and certain debt securities of Rohm &
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) of up to
$1.48 billion (the "Maximum Tender
Offer Amount").
According to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Tender
Offers (the "Depository and Information Agent"), $2,892,218,000 aggregate principal amount of
the Notes were validly tendered and not validly withdrawn at or
prior to 5:00 p.m., New York City time, on August 27, 2021 (the "Early Tender
Deadline").
The following table sets forth certain information regarding the
Notes and the Tender Offers, including the aggregate principal
amount of each series of Notes that was validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline:
Title of
Notes
|
CUSIP(s)
|
Original
Issuer
|
Total
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Tender
Cap
(Aggregate Principal
Amount)
|
Aggregate
Principal
Amount Tendered as of
the Early Tender
Deadline
|
9.40% Notes due
2039
|
260543BY8
|
TDCC
|
$807,939,000
|
1
|
$250,000,000
|
$594,006,000
|
7.85% Debentures due
2029
|
775371AU1
|
Rohm and
Haas
|
$773,851,000
|
2
|
$400,000,000(1)
|
$178,773,000
|
7⅜% Debentures due
2029
|
260543BJ1
|
TDCC
|
$1,000,000,000
|
3
|
$408,245,000
|
4.250% Notes due
2034
|
260543CK7
|
TDCC
|
$600,000,000
|
4
|
$100,000,000
|
$334,785,000
|
4.550% Notes due
2025
|
260543CN1
260543CM3
(144A)
U26054KF9
(Reg S)
|
TDCC
|
$500,000,000
|
5
|
None
|
$312,816,000
|
3.625% Notes due
2026
|
260543CX9
260543CW1
(144A)
U26054KL6
(Reg S)
|
TDCC
|
$750,000,000
|
6
|
None
|
$476,276,000
|
4.800% Notes due
2028
|
260543CY7
|
TDCC
|
$600,000,000
|
7
|
None
|
$242,122,000
|
5.250% Notes due
2041
|
260543CE1
|
TDCC
|
$750,000,000
|
8
|
None
|
$345,195,000
|
(1)
|
The tender cap of
$400,000,000 for the 7.85% 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
(which
amount is included in the Total Consideration (as defined in the
Offer to Purchase)).
|
As of the Early Tender Deadline, the Maximum Tender Offer Amount
was met. As such, no additional Notes tendered after the Early
Tender Deadline will be accepted for purchase in the Tender
Offers.
The withdrawal deadline for the Tender Offers was 5:00 p.m., New York
City time, on August 27, 2021
and has not been extended. Accordingly, previously tendered Notes
may not be withdrawn, subject to applicable law. The pricing of the
Notes will occur at 10:00 a.m.,
New York City time, today.
Our 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. Dow
reserves the right, subject to applicable law, to amend, extend or
terminate any of the Tender Offers at any time in its sole
discretion.
In connection with the Tender Offers, 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 (the
"Co-Dealer Managers," and together with the Lead Dealer Managers
and Senior Co-Dealer Managers, the "Dealer Managers"). 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 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 and 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