Tender Offer - DOW CHEMICAL CO /DE/

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Form Type: 424B5

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525034315

Filing Summary: On February 25, 2025, The Dow Chemical Company ("TDCC") commenced a cash tender offer for up to $1 billion in aggregate purchase price of various debt securities. The offer includes several series of notes and debentures with different maturity dates. TDCC intends to utilize the financing from this offering to fund the tender offer, covering related premiums, fees, and expenses, while any remaining proceeds will be allocated for general corporate purposes. The notes offered are senior unsecured obligations and will rank equally with other senior unsecured indebtedness. The offering is not contingent upon the success of the tender offer, but the tender offer's completion depends on the closing of this note offering. There are risks associated with investing in the notes, along with forward-looking statements addressing future business performance and financial conditions that may significantly differ from expectations.

Additional details:

Tender Offer Amount: $1,000 million


Tender Offer Securities: 0.500% Notes due 2027, 7.850% Debentures due 2029, 7.375% Debentures due 2029, 6.300% Notes due 2033, 9.400% Notes due 2039, 7.750% Debentures due 2096


Use Of Proceeds: to finance the Tender Offer and related expenses, with any remaining funds allocated for general corporate purposes.


Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525034311

Filing Summary: On February 25, 2025, The Dow Chemical Company announced the commencement of a cash tender offer to purchase certain debt securities of itself and its wholly-owned subsidiaries, Rohm and Haas Company and Union Carbide Corporation. The total purchase price for the tender offer is up to $1.0 billion, subject to Accrued Interest and the conditions outlined in the Offer to Purchase. The tender offer will expire on March 25, 2025, and is contingent upon satisfaction of a financing condition. Consideration for each $1,000 or €1,000 of the securities will be based on a specified fixed spread plus yields from Treasury Reference Securities or interpolated mid-swap rates. An option for early settlement exists, with expected dates laid out for both early and final settlements. This tender offer does not constitute an offer to purchase the securities but serves as a notification of the company's actions.

Additional details:

Tender Offer Cap: 1.0 billion


Tender Offer Expiration Date: 2025-03-25


Early Participation Date: 2025-03-10


Early Settlement Date: 2025-03-13


Final Settlement Date: 2025-03-28


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