By Devika Patel
Knoxville, Tenn., March 12 - Dow Chemical Co. arranged a $500 million private placement of series C convertible preferred stock on March 9, according to an 8-K filed Thursday with the Securities and Exchange Commission.
The company will sell the preferreds to Haas Family Trusts. The preferreds pay 7% in dividends up to June 1 and 12% per annum thereafter.
If the company has an effective shelf registration statement relating to the common stock underlying the convertible preferred stock prior to June 1, the preferreds will automatically convert into common stock at a conversion price equal to 95% of the average of the volume-weighted average price of the common stock for the 10 trading days immediately prior to the conversion date.
Prior to June 1, if the preferreds have not automatically converted, they may be converted at an early conversion rate.
On and after June 1, if the convertible preferred stock is still outstanding, it will become convertible at a conversion price equal to 110% of the lowest one-day volume-weighted average price per share of the stock during the period beginning on the date of the closing and ending on June 1.
Dow is a diversified chemical company based in Midland, Mich.
| Issuer: | Dow Chemical Co.
|
| Issue: | Series C convertible preferred stock
|
| Amount: | $500 million
|
| Dividends: | 7%
|
| Warrants: | No
|
| Investor: | Haas Family Trusts
|
| Pricing date: | March 9
|
| Stock symbol: | NYSE: DOW
|
| Stock price: | $6.33 at close March 9
|
| Market capitalization: | $6.47 billion
|
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