Dow Chemical announces tender offer for up to $1.48 billion of notes

Chicago, Aug. 16 – Dow Inc. subsidiary Dow Chemical Co. started a tender offer for up to $1.48 billion of notes from eight series, with one series issued by subsidiary Rohm and Haas Co., according to a press release.

The company is conducting the offer to reduce gross debt, improve its debt maturity profile, reduce annual interest expense by more than $60 million and enhance overall financial flexibility, according to Howard Ungerleider, president and chief financial officer of Dow.

The notes in the tender offer are listed below, in order of acceptance priority level, with subcaps on the first four series:

• The $807,939,000 outstanding 9.4% notes due 2039 (Cusip: 260543BY8) with pricing to be determined using the 2.25% U.S. Treasury due May 15, 2041 plus 129 basis points, subject to a cap of $250 million for the series;

• The $773,851,000 outstanding 7.85% debentures due 2029 (Cusip: 775371AU1) originally issued by Rohm and Haas with pricing to be determined using the 2.25% U.S. Treasury due Aug. 15, 2031 plus 90 bps, subject to a combined cap of $400 million with the other series due 2029;

• The $1 billion outstanding 7.375% debentures due 2029 (Cusip: 260543BJ1) with pricing to be determined using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 62 bps, subject to a combined cap of $400 million with the other series due 2029;

• The $600 million outstanding 4.25% notes due 2034 (Cusip: 260543CK7) with pricing to be determined using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 108 bps, subject to a cap of $100 million for the series;

• The $500 million outstanding 4.55% notes due 2025 (Cusips: 260543CN1, 260543CM3, U26054KF9) with pricing to be determined using the 0.625% U.S. Treasury due July 31, 2026 plus 25 bps;

• The $750 million outstanding 3.625% notes due 2026 (Cusips: 260543CX9, 260543CW1, U26054KL6) with pricing to be determined using the 0.625% U.S. Treasury due July 31, 2026 plus 27 bps;

• The $600 million 4.8% notes due 2028 (Cusip: 260543CY7) with pricing to be determined using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 32 bps; and

• The $750 million 5.25% notes due 2041 (Cusip: 260543CE1) with pricing to be determined using the 2.25% U.S. Treasury due May 31, 2041 plus 106 bps.

The total consideration includes an early tender premium of $30 per $1,000 note tendered by the early deadline at 5 p.m. ET on Aug. 27.

The early deadline is also the withdrawal deadline.

Tenders may be subject to proration.

Pricing will be set at 10 a.m. ET on Aug. 30.

Interest will also be paid to the applicable settlement date.

The tender offers will expire at 11:59 p.m. ET on Sept. 13.

Early settlement is expected for Aug. 31. Final settlement is planned for Sept. 15.

BNP Paribas Securities Corp. (888 210-4358) and SMBC Nikko Securities America, Inc. (888 284-9760 or 212 224-5328) are lead dealer managers.

HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Standard Chartered Bank are senior co-dealer managers.

Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and TD Securities (USA) LLC are co-dealer managers.

Global Bondholder Services Corp. (212 430-3774, 866 470, 3700, contact@gbsc-usa.com) is the depositary and information agent.

Dow is a specialty chemical company based in Midland, Mich. Rohm and Hass is a chemicals and polymers company that has been a wholly owned subsidiary of Dow Chemical since its acquisition in 2009.

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