Dow Chemical announces early cash tender results for six series

Chicago, Aug. 31 – Dow Inc. subsidiary Dow Chemical Co. announced the early tender results of its cash tender offers for up to $550 million of its debt securities and some debt securities of subsidiary Union Carbide Corp., according to a press release.

A total of $909,981,000 total principal amount of notes were validly tendered and not withdrawn by the early tender deadline of 5 p.m. ET on Aug. 28.

The following amounts have been tendered in the offers, listed in order of acceptance priority level:

• $29,289,000 of up to $75 million of $150 million 7.375% senior notes due 2023 (Cusip: 260543BE2) issued by Dow Chemical, with pricing to be set using the 0.125% Treasury due Aug. 15, 2023 plus 75 basis points;

• $45,655,000 of up to $85 million of $175 million 7.875% senior notes due 2023 (Cusip: 905572AD5) issued by Union Carbide, with pricing to be set using the 0.125% Treasury due Aug. 15, 2023 plus 75 bps;

• $36,895,000 of up to $50 million of $150 million 7.5% senior notes due 2025 (Cusip: 905581AR5) issued by Union Carbide with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 100 bps;

• $292,351,000 of $500 million of 3.15% senior notes due 2024 (Cusips: 260543CT8, 260543CS0, U26054KJ1) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 50 bps;

• $261,856,000 of $900 million of 3.5% senior notes due 2024 (Cusip: 260543CJ0) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 50 bps; and

• $243,935,000 of up to $75 million (oversubscribed) of $750 million 3.625% senior notes due 2026 (Cusips: 260543CX9, 260543CW1, U26054KL6) issued by Dow Chemical, with pricing to be set using the 0.25% Treasury due July 31, 2025 plus 90 bps.

Holders of notes who validly tendered and did not validly withdraw their tenders at or prior to 5 p.m. ET on Aug. 28 and that are accepted for purchase will receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 principal amount.

Pricing will be set at 10 a.m. ET on Aug. 31.

The maximum tender amount has been met. Accordingly, no further tenders will be accepted for purchase.

The tender offer was officially set to expire at 11:59 p.m. ET on Sept. 14.

The tender offer was subject to a financing condition, which was satisfied on Aug. 26 through the issuance of $2 billion of new debt securities.

BofA Securities, Inc. (980 387-3907, debt_advisory@bofa.com) is the lead dealer manager. BNP Paribas Securities Corp. (888 210-4358) and HSBC Securities (USA) Inc. (866 811-8049) are co-dealer managers.

The information agent is Global Bondholder Services Corp. (212 430-3774, 866 470-4300, contact@gbsc-usa.com).

Dow is a specialty chemical company based in Midland, Mich. Union Carbide is a chemicals and polymers company that has been a wholly owned subsidiary of Dow since 2001.

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