Dow Announces Pricing of Tender Offer for Any and All of its Outstanding 8.55% Notes due 2019

(Business Wire) MIDLAND, Mich.--(BUSINESS WIRE)-- The Dow Chemical Company (“Dow”) announced today that it has priced the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.55% Notes due May 15, 2019 (the “Notes”).

Certain information regarding the Notes and the pricing for the Tender Offer is set forth in the table below:

Title of SecurityCUSIP NumberPrincipal Amount OutstandingU.S. Treasury Reference SecurityBloomberg Reference PageFixed SpreadReference YieldTender Offer Consideration (1)(2)
8.55% Notes due May 15, 2019260543 BX 0$2,114,827,0003.125% due May 15, 2019PX3+50 bps2.566%$1,023.98

(1) Per $1,000 principal amount
(2) Tender Offer Consideration (as defined below) calculated based on the bid-side price of the U.S. Treasury Reference Security as quoted on the Bloomberg Reference Page specified in the table above at 11:00 a.m., Eastern time, on December 4, 2018

The Tender Offer is being made pursuant to the terms and conditions set forth in the offer to purchase, dated November 28, 2018, and the related notice of guaranteed delivery (the “Tender Offer Documents”), to purchase for cash any and all of the Notes. Dow refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offer, including complete instructions on how to tender Notes.

The “Tender Offer Consideration” listed in the table above for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Tender Offer Documents by reference to the fixed spread for the Notes specified in the table above plus the yield to maturity on the U.S. Treasury Reference Security specified in the table above (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Reference Security specified in the table above as quoted on the Bloomberg Bond Trader PX3 series of pages at 11:00 a.m., Eastern time, on December 4, 2018.

Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on their Notes from, but not including, the last interest payment date up to, but excluding, the date Dow initially makes payment for such Notes, which date is anticipated to be December 5, 2018 (the “Settlement Date”). Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The total Tender Offer consideration, including accrued and unpaid interest will be funded from the net proceeds from Dow’s recently announced issuance of its 4.550% Notes due 2025, 4.800% Notes due 2028 and 5.550% Notes due 2048 and, if applicable, cash on hand.

On November 30, 2018, Dow announced a full redemption of any of the Notes that have not been tendered in the Tender Offer. The redemption date will be December 30, 2018. Any redemption will be made solely pursuant to the notice of redemption issued by Dow on November 30, 2018 pursuant to the indenture governing the Notes and the information in this press release is not a notice of redemption with respect to the Notes.

Holders are urged to read the Tender Offer Documents, including materials incorporated by reference therein, carefully before making any decision with respect to the Tender Offer. Copies of the Tender Offer Documents are available at or may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offer, at (866) 470-4300 (toll-free) or (212) 430-3774 (collect). Questions regarding the Tender Offer may be directed to the Dealer Managers for the Tender Offer, BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Mizuho Securities at (866) 271-7403 (toll-free) or (212) 205-7736, (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or SMBC Nikko Securities America, Inc. at (888) 284 9760 (toll-free) or (212) 224-5328 (collect).

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy any of these Notes or any other securities of Dow nor is it a solicitation for acceptance of the Tender Offer. Dow is making the Tender Offer only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offer is not being made 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. None of Dow, the Dealer Managers or the Depositary and Information Agent makes any recommendation in connection with the Tender Offer, nor has Dow, the Dealer Managers or the Depositary and Information Agent authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Notes, and if so, the principal amount of Notes to tender.

About Dow
Dow combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dow’s market-driven, industry-leading portfolio of advanced materials, industrial intermediates, and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure, and consumer care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at

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