Dow Announces the Early Tender Results of its Cash Tender Offers
MIDLAND, Mich. – Aug. 30, 2021 – 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and Information Agent"), $2,892,218,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 27, 2021 (the "Early Tender Deadline").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Offers, including the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn at or prior to the Early Tender Deadline: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
|7.850% 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
|3.625% Notes due 2026||260543CX9
|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
- 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 firstname.lastname@example.org.
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.
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.
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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.