The Dow Chemical Company (NYSE: DOW) announced today that it is launching cash tender offers for up to $500 million aggregate principal amount of notes issued by Dow and its subsidiary Rohm and Haas Company. Today’s announcement is in line with Dow’s ongoing commitment to further enhance the Company’s financial flexibility. Year-to-date, Dow has reduced its debt by $2.4 billion, resulting in a nearly $120 million year-to-date decline in interest expense. “This action represents another example of Dow’s focus on further reducing the Company’s interest expense to drive higher earnings and enable ongoing shareholder remuneration,” said Bill Weideman, Dow’s executive vice president and chief financial officer. Details regarding the cash tender offers: The Dow Chemical Company today has commenced cash tender offers for up to $500 million (the “tender cap”) aggregate principal amount of the notes listed in the table below issued by Dow and its wholly owned subsidiary Rohm and Haas Company. Following consummation of the tender offers, the notes that are accepted for purchase will be retired and cancelled by the relevant issuer. The price paid in the offers for each series of notes will be determined based on the yield to maturity of the U.S. Treasury Reference Security plus an applicable fixed spread, all as summarized in the table below and more fully described in the offer to purchase and related letter of transmittal to be distributed to holders of notes. Holders of notes purchased in the tender offers will also receive accrued and unpaid interest on such notes. The yield to maturity of the applicable U.S. Treasury Reference Security for each offer will be calculated by the dealer managers for each offer based on the bid-side price quoted on the applicable page of Bloomberg PX1 at 2:00 p.m., New York City time, on November 13, 2013. Notes validly tendered and not withdrawn on or before 5:00 p.m., New York City time, on November 13, 2013 (the “early tender time”) will receive the total consideration, which includes an early tender amount equal to $30.00 per $1,000 principal amount of notes accepted for purchase. Notes tendered after the early tender time but prior to the expiration time, which is 12:00 midnight, New York City time, on November 27, 2013 (the “expiration time”), will receive the tender offer consideration, which is equal to the total consideration less the early tender amount. No notes may be withdrawn from the tender offers after 5:00 p.m., New York City time, on November 13, 2013, except as required by law.
The tender offers are subject to proration if oversubscribed. If the amount of notes validly tendered in the offers at or prior to the early tender time exceeds the tender cap, Dow will accept notes on a pro rata basis based on the amount of notes validly tendered prior to the early tender time. In that event, Dow will not accept any notes tendered after the early tender time.If the amount of notes validly tendered at or prior to the early tender time is less than the tender cap, then, subject to the terms and conditions of the offers, Dow will accept all such notes. In that event, Dow will also accept notes validly tendered after the early tender time but at or prior to the expiration time on a pro rata basis if the total amount of notes validly tendered exceeds the tender cap or will accept all such notes if the total amount of notes validly tendered is less than or equal to the tender cap. Dow reserves the right, but is not obligated, to increase the tender cap in its sole discretion without extending the withdrawal deadline or otherwise reinstating withdrawal rights, except as required by law. Completion of the tender offers is subject to certain conditions as more fully described in the offer to purchase. The notes subject to purchase and other information relating to the tender offers are listed in the table below:
|Title of SecurityCUSIP No./ISIN No.||Issuer||Principal Amount Outstanding||Fixed Spread (Basis Points)||U.S. Treasury Reference Security||Bloomberg Reference Page||Early Tender Amount(1)|
|6.00% Notesdue 2017(775371AV9 /US775371AV92)||Rohm and Haas||$850,000,000||20||1.375% dueSeptember 30,2018||PX1||$30.00|
|5.70% Notesdue 2018(260543BV4 /US260543BV48)||Dow||$800,000,000||40||1.375% dueSeptember 30,2018||PX1||$30.00|
(1) Per $1,000 principal amount of notes accepted for purchase.Dow has retained BNP PARIBAS and BofA Merrill Lynch as Dealer Managers for the tender offers. Global Bondholder Services Corporation is the Information Agent and Depositary for the tender offers. For additional information regarding the terms of the tender offers, please contact: BNP PARIBAS at (888) 210-4358 (toll free) or (212) 841-3059 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or (646) 855-3333 (collect). Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) or (866) 470-3700 (for all others toll-free). This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The offers are being made solely pursuant to the offer to purchase and related documents made available to holders of the notes. About Dow Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The Company connects chemistry and innovation with the principles of sustainability to help address many of the world's most challenging problems such as the need for clean water, renewable energy generation and conservation, and increasing agricultural productivity. Dow's diversified industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses delivers a broad range of technology-based products and solutions to customers in approximately 160 countries and in high growth sectors such as electronics, water, energy, coatings and agriculture. In 2012, Dow had annual sales of approximately $57 billion and employed approximately 54,000 people worldwide. The Company's more than 5,000 products are manufactured at 188 sites in 36 countries across the globe. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com. Rohm and Haas Company has been a wholly owned subsidiary of The Dow Chemical Company since 2009.
Note: The forward-looking statements contained in this document involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow