Dow Announces Tender Offer for Debt Securities

Core Viewpoint - The Dow Chemical Company ("TDCC") has initiated a cash tender offer to purchase up to $1.0 billion of its debt securities and those of its subsidiaries, Rohm and Haas and Union Carbide Corporation, with specific terms and conditions outlined in the Offer to Purchase [1][2]. Summary by Relevant Sections Tender Offer Details - TDCC is offering to purchase certain debt securities for an aggregate consideration of up to$ 1.0 billion, excluding accrued interest [2]. - The tender offer includes specific acceptance sublimits for different securities, such as €500 million for the 0.500% Notes due 2027 and $100 million for the 9.400% Notes due 2039 [2]. - The early participation date is set for March 10, 2025, and the expiration date is March 25, 2025, with the possibility of extension [2]. Pricing and Payment - Prices for the securities will be based on fixed spreads to reference benchmarks, with calculations for U.S. dollar-denominated securities based on yield to maturity and for euro-denominated securities based on interpolated mid-swap rates [2][3]. - Holders of accepted securities will receive cash payments representing accrued interest from the last interest payment date to the purchase date [2]. Management and Advisory - Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. are acting as joint lead dealer managers, while RBC Capital Markets, LLC and TD Securities (USA) LLC are co-dealer managers for the tender offer [5]. - Questions regarding the tender offer can be directed to the joint lead dealer managers or the depositary and information agent [5]. Company Background - Dow Inc. is a leading materials science company with approximately$ 43 billion in sales for 2024, operating in high-growth markets such as packaging and infrastructure [8]. - Rohm and Haas and Union Carbide Corporation are wholly owned subsidiaries of TDCC, specializing in chemicals and polymers [9].