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Dow announces the pricing of its cash tender offers


The Dow Chemical Company (TDCC), a wholly-owned subsidiary of Dow Inc. (NYSE: DOW), announced today the pricing terms of its previously-announced cash tender offers (each, individually with respect to a series of Notes, a Tender Offer with respect to such series, and collectively, the Tender Offers) to purchase certain of its debt securities and certain debt securities of Union Carbide Corporation (Union Carbide), a wholly-owned subsidiary of TDCC, listed in the table below (collectively, the Notes) in an aggregate purchase price (excluding accrued interest) of up to $550 million (the Maximum Tender Offer Amount). The terms and conditions of the Tender Offers are described in the Offer to Purchase and remain unchanged.

The following table sets forth the total consideration for each series of Notes:

Title of Notes


Original Issuer

Total Principal Amount Outstanding (SecReg & 144A)

Acceptance Priority Level

Tender Cap(1) (Aggregate Principal Amount)



Principal Amount to be Purchased

Reference U.S. Treasury Security

Reference Yield

Fixed Spread

Total Consideration(2)(3)

7.375% Senior Notes due 2023







0.125% due August 15, 2023


75 bps


7.875% Senior Notes due 2023


Union Carbide





0.125% due August 15, 2023


75 bps


7.500% Senior Notes due 2025


Union Carbide





0.250% due July 31, 2025


100 bps


3.150% Senior Notes due 2024

260543CT8 260543CS0 (144A) U26054KJ1 (Reg S)






0.250% due July 31, 2025


50 bps


3.500% Senior Notes due 2024







0.250% due July 31, 2025


50 bps


3.625% Senior Notes due 2026

260543CX9 260543CW1 (144A) U26054KL6 (Reg S)






0.250% due July 31, 2025


90 bps



The Tender Cap for each series of Notes represents the maximum aggregate purchase price of the applicable series of Notes that will be accepted for purchase.



Per $1,000 principal amount of the applicable series of Notes tendered at or prior to the Early Tender Deadline and accepted for purchase.



The Total Consideration is based on the applicable fixed spread specified for such series of Notes in the table above over the Reference Yield based on the bid side price of the Reference U.S. Treasury Security specified for each series of Notes in the table above, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline and whose Notes are accepted for purchase. The Reference Yields listed in the table were determined at 10:00 a.m., New York City time, today, August 31, 2020, by the Lead Dealer Manager (as defined below) for the Tender Offers upon the terms and conditions set forth in the Offer to Purchase. The Total Consideration for each series of Notes includes an early tender premium of $30 per $1,000 principal amount of such Notes accepted for purchase. In addition to the Total Consideration, payment for Notes accepted for purchase will include accrued and unpaid interest, rounded to the nearest cent, from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date.

TDCC also announced that it has elected to have an early settlement date for the Tender Offers, anticipated to be on September 1, 2020, for Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 28, 2020 (the Early Tender Deadline) and accepted for purchase.

Because the aggregate purchase price of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Tender Offer Amount, we will accept such Notes for purchase subject to the Acceptance Priority Levels and Tender Caps set forth in the table above and the proration arrangements applicable to the Tender Offers, and we will not accept any Notes tendered after the Early Tender Deadline. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company in accordance with the Offer to Purchase. TDCC has accepted for purchase $88,601,000 aggregate principal amount of the 3.500% Senior Notes due 2024 validly tendered and not validly withdrawn as of the Early Tender Deadline on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 0.34%. Any 3.500% Senior Notes due 2024 not accepted for purchase will be returned promptly to holders following the Pricing Date. TDCC will not accept for purchase any 3.625% Senior Notes due 2026 tendered in the Tender Offers.

Our obligation to accept for payment and to pay for any of the Notes validly tendered in the Tender Offers is not subject to any minimum purchase price of Notes in the aggregate or of any series being tendered, but is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The financing condition described in the Offer to Purchase was satisfied on August 26, 2020, upon Dows consummation of an offering of senior debt securities in an aggregate principal amount of $2.0 billion. Dow reserves the right, subject to applicable law, to amend, extend or terminate any of the Tender Offers at any time in its sole discretion.

TDCC has retained BofA Securities to act as lead dealer manager in connection with the Tender Offers (the Lead Dealer Manager) and BNP Paribas Securities Corp. and HSBC Securities (USA) Inc. to act as Co-Dealer Managers (the Co-Dealer Managers and, together with the Lead Dealer Manager, the Dealer Managers). Questions and requests for assistance regarding the terms of the Tender Offers should be directed to BofA Securities at (980) 387-3907 (collect) or (email); BNP Paribas Securities Corp. at (888) 210-4358 (toll-free); and HSBC Securities (USA) Inc. at (866) 811-8049 (toll-free). Copies of the Offer to Purchase and any amendments or supplements to the foregoing may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers (the Depositary and Information Agent), by calling (212) 430-3774 (for banks and brokers only) or (866) 470-4300 (toll-free) (for all others) or via

None of TDCC, Union Carbide, the Depositary and Information Agent, the Dealer Managers or the trustee under the indenture governing the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes as to which action is to be taken. Holders should consult their tax, accounting, financial and legal advisers regarding the tax, accounting, financial and legal consequences of participating or declining to participate in the Tender Offers.

The Tender Offers are only being made pursuant to the Offer to Purchase. This press release is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any Notes in the Tender Offers or any other securities of TDCC and Union Carbide. The Tender Offers are not being made to Holders of Notes 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. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of TDCC or Union Carbide by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Dow

Dow (NYSE: DOW) combines global breadth, asset integration and scale, focused innovation and leading business positions to achieve profitable growth. The Companys ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company. Dows portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure and consumer care. Dow operates 109 manufacturing sites in 31 countries and employs approximately 36,500 people. Dow delivered sales of approximately $43 billion in 2019. References to Dow or the Company mean Dow Inc. and its subsidiaries. For more information, please visit or follow @DowNewsroom on Twitter.

Union Carbide Corporation is a chemicals and polymers company that has been a wholly-owned subsidiary of The Dow Chemical Company since 2001.

Cautionary Statement about Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance, financial condition, and other matters, and often contain words such as anticipate, believe, estimate, expect, intend, may, opportunity, outlook, plan, project, seek, should, strategy, target, will, will be, will continue, will likely result, would and similar expressions, and variations or negatives of these words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Forward-looking statements include, but are not limited to: expectations as to future sales of Dows products; the ability to protect Dows intellectual property in the United States and abroad; estimates regarding Dows capital requirements and need for and availability of financing; estimates of Dows expenses, future revenues and profitability; estimates of the size of the markets for Dows products and services and Dows ability to compete in such markets; expectations related to the rate and degree of market acceptance of Dows products; the outcome of certain Dow contingencies, such as litigation and environmental matters; estimates of the success of competing technologies that may become available; the continuing global and regional economic impacts of the coronavirus disease 2019 (COVID-19) pandemic and crude oil supply and price volatility; estimates regarding benefits achieved through contemplated restructuring activities, such as workforce reduction, exit and disposal activities; and expectations regarding the benefits and costs associated with each of the foregoing.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are based on certain assumptions and expectations of future events which may not be realized and speak only as of the date the statements were made. In addition, forward-looking statements also involve risks, uncertainties and other factors that are beyond Dows control that could cause Dows actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. These factors include, but are not limited to: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; significant litigation and environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war; weather events and natural disasters; ability to protect, defend and enforce Dows intellectual property rights; increased competition; changes in relationships with Dows significant customers and suppliers; unanticipated expenses such as litigation or legal settlement expenses; unanticipated business disruptions; Dows ability to predict, identify and interpret changes in consumer preferences and demand; Dows ability to complete proposed divestitures or acquisitions; Dows ability to realize the expected benefits of acquisitions if they are completed; the availability of financing to Dow in the future and the terms and conditions of such financing; disruptions in Dows information technology networks and systems; the continuing risks related to the COVID-19 pandemic and crude oil supply and price volatility; and Dows ability to realize the expected benefits of restructuring activities if they are approved and completed. Additionally, there may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business.

Risks related to achieving the anticipated benefits of Dows separation from DowDuPont include, but are not limited to, a number of conditions outside the control of Dow, including risks related to: (i) Dows inability to achieve some or all of the benefits that it expects to receive from the separation from DowDuPont; (ii) certain tax risks associated with the separation; (iii) the failure of Dows pro forma financial information to be a reliable indicator of Dows future results; (iv) Dows inability to receive third-party consents required under the separation agreement; (v) non-compete restrictions under the separation agreement; (vi) receipt of less favorable terms in the commercial agreements Dow entered into with DuPont and Corteva, Inc. (Corteva), including restrictions under intellectual property cross-license agreements, than Dow would have received from an unaffiliated third party; and (vii) Dows obligation to indemnify DuPont and/or Corteva for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. For a more detailed discussion of Dows risks and uncertainties, see the section titled Risk Factors contained in Part II, Item 1A of the combined Dow Inc. and TDCC Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020 and Part I, Item 1A of the combined Dow Inc. and TDCC Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Dow Inc. and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events or otherwise, except as required by securities and other applicable laws.


Kyle Bandlow



Colleen Kay


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