UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2023 (
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Item 1.01 Entry into a Material Definitive Agreement.
In connection with the Corporate Reorganization and the other information set forth below in Item 2.01 of this Current Report on Form 8-K under the caption “(B) The Contributions,” Union Carbide Corporation (the “Corporation”) and its parent, The Dow Chemical Company (“Dow”), entered into an agreement, dated as of November 1, 2023 (the “Designation Agreement”), whereby Dow designates the Corporation to provide or receive site services as defined under certain supplemental agreements between Dow and other Dow entities, as applicable, each entered into pursuant to a Master Site Services Agreement, dated as of November 1, 2023, by and between Dow and another wholly-owned subsidiary of Dow (“AssetCo”). In accordance with such designation, the Corporation shall be entitled to exercise Dow’s rights as the service recipient under the supplemental agreements, and the Corporation shall satisfy Dow’s obligations as the service provider under the supplemental agreements.
The foregoing description of the Designation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Designation Agreement, which the Corporation will file with the U.S. Securities and Exchange Commission as an exhibit to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2.01 Completion of Acquisition or Disposition of Assets.
(A) The Corporate Reorganization
The Corporation, and its subsidiaries and affiliates (each, a “UCC Entity”), are contemplating entering into a series of related party transactions involving Dow and its subsidiaries and affiliates (together with the UCC Entities, the “Dow Entities” and collectively, the “Dow Group”) (collectively, the “Corporate Reorganization”), whereby the Corporation and certain other Dow Entities would indirectly contribute to a newly-formed Dow Entity (“NewCo”) certain assets that currently support the production of products by the Dow Group, but are not product-producing assets themselves (“Contributed Assets”). The Corporate Reorganization is a result of the Corporation and Dow’s application of a best-owner mindset when reviewing such non-product producing assets. The Corporate Reorganization is expected to allow the Corporation and Dow to have more visibility into the operations and economics of the impacted assets.
(B) The Contributions
On November 1, 2023, the Corporation successively (i) entered into a Contribution Agreement with AssetCo (the “Asset Contribution Agreement”), and (ii) entered into a Contribution Agreement with NewCo (the “Unit Contribution Agreement”), pursuant to and as a result of which:
(1) the Corporation contributed to AssetCo certain of the Corporation’s Contributed Assets in exchange for the issuance by AssetCo to the Corporation of units of membership interest in AssetCo (the “AssetCo Units”) reflecting the net proportional value of the Contributed Assets to the net value of AssetCo, based on a third-party appraisal of all assets of AssetCo; and
(2) in a subsequent step, the Corporation contributed to NewCo certain units of membership interest in certain Dow Entities, including all of the Corporation’s AssetCo Units (the “Contributed Units”) in exchange for the issuance by NewCo to the Corporation of units of membership interest in NewCo (the “NewCo Units”) reflecting the proportional value of the Contributed Units to the value of NewCo, based on a third-party appraisal of NewCo assets.
(C) The NewCo Unit Exchange
As part of the Corporate Reorganization, the Corporation is considering an additional step in which the Corporation would transfer all of its NewCo Units to another Dow Entity in consideration for a related party note receivable issued by another Dow Entity. The Corporation has not made a determination as to whether to proceed with this additional step and no assurance can be given that such a determination will be made.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 6, 2023
| UNION CARBIDE CORPORATION | ||
| By: | /s/ RONALD C. EDMONDS | |
| Name: Ronald C. Edmonds | ||
Title: Controller and Vice President of Controllers and Tax | ||
The Dow Chemical Company | ||
Authorized Representative of Union Carbide Corporation | ||