Dow Announces Early Results Of Its Debt Tender Offers

The Dow Chemical Company (NYSE: DOW) announced today the early results for its previously announced cash tender offers for certain notes issued by Dow and its subsidiary Rohm and Haas Company. In addition, the Company announced it raised the tender cap, such that the aggregate principal amount sought in the tender offers is $700 million, versus the $500 million that was initially sought.

As set forth in the table below, as of 5:00 p.m., New York City time, on November 13, 2013 (the “early tender time”), Dow received tenders for approximately (i) $581 million aggregate principal amount of the 6.00% notes due 2017 issued by Rohm and Haas listed below, and (ii) $402 million aggregate principal amount of the 5.70% notes due 2018 issued by Dow listed below. The amount of tendered notes exceeds the previously announced tender cap of $500 million. Based on the revised $700 million tender cap and the proration terms of the tender offers, Dow accepted for purchase $414 million and $286 million aggregate principal amount of the 6.00% notes due 2017 and the 5.70% notes due 2018, respectively, validly tendered at or prior to the early tender time, resulting in aggregate consideration of $816 million (plus an additional $4.5 million in aggregate accrued interest). The notes that have been validly tendered at or prior to the early tender time and accepted in the tender offers will be purchased, retired and cancelled by the relevant issuer on the early settlement date, which is expected to occur on November 18, 2013.
Title of Security   Issuer  

CUSIP No. / ISIN No.
 

Principal Amount Outstanding
 

Principal Amount Tendered as of the Early Tender Time
 

Percent of Outstanding Principal Amount Tendered(1)
 
6.00% notes due 2017 Rohm and Haas 775371AV9 / US775371AV92 $850,000,000 $581,377,000 68.4%
5.70% notes due 2018 Dow 260543BV4 / US260543BV48 $800,000,000 $401,558,000 50.2%

__________

(1) Rounded to the nearest one tenth of one percent.

Dow also announced that it raised the tender cap from $500 million to $700 million. The expiration time of the tender offers is 12:00 midnight, New York City time, on November 27, 2013, unless extended. Because the amount of notes tendered at or prior to the early tender time exceeded the tender cap, Dow does not expect to accept for purchase any additional notes in the tender offers. Withdrawal rights for the tender offers have expired and have not been extended.

Holders who validly tendered and did not withdraw their notes on or prior to the early tender time, and whose notes are accepted for purchase pursuant to the tender offers, will be entitled to receive the total consideration, as summarized in the table below. The total consideration includes an early tender amount of $30.00 per $1,000 principal amount of notes.

Holders who have not already tendered their notes may continue to do so at any time prior to the expiration time, but to the extent such notes are validly tendered and accepted for purchase such holders will be entitled to receive only the tender offer consideration, which is equal to the total consideration, less the early tender amount. However, because the amount of notes tendered at or prior to the early tender time exceeded the tender cap, Dow does not expect to accept for purchase any additional notes in the tender offers.

Based on the terms of the tender offers and the previously announced reference security yield, Dow determined the tender yields, total consideration, tender offer consideration and accrued interest per $1,000 principal amount of the notes as follows:
Title of Security   Issuer  

CUSIP Number / ISIN No.
 

Reference Security

Yield
 

Tender Yield
 

Total Consideration
 

Tender Offer Consideration
 

Accrued Interest (1)
 
6.00% notes due 2017 Rohm and Haas 775371AV9 / US775371AV92 1.368% 1.568% $1,163.89 $1,133.89 $10.50
5.70% notes due 2018 Dow 260543BV4 / US260543BV48 1.368% 1.768% $1,169.06 $1,139.06 $0.48

__________

(1) Based on an early settlement date of November 18, 2013.

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

Copyright Business Wire 2010

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