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): December 6, 2023 (
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed:
| • | Union Carbide Corporation (the “Corporation”), and its subsidiaries and affiliates (each, a “UCC Entity”), have been contemplating entering into a series of related-party transactions involving the Corporation’s parent, The Dow Chemical Company (“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 support the production of products by the Dow Group, but are not product-producing assets themselves (“Contributed Assets”); |
| • | On November 1, 2023, in connection with the Corporate Reorganization, the Corporation successively entered into certain agreements with certain Dow Entities effecting (1) the contribution by the Corporation of certain of its Contributed Assets to another Dow Entity in exchange for the issuance by such Dow Entity to the Corporation of units of membership interest in such Dow Entity (the “AssetCo Units”) and (2) in a subsequent step, the contribution by the Corporation to NewCo of certain units of membership interest in certain Dow Entities, including all of the Corporation’s AssetCo Units in exchange for the issuance by NewCo to the Corporation of units of membership interest in NewCo (the “NewCo Units”); and |
| • | As part of the Corporate Reorganization, the Corporation was 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. |
On December 1, 2023, as part of the Corporate Reorganization, the Corporation entered into a Sale and Purchase Agreement and a Term Loan Agreement in each case with another Dow Entity, Dow Multinational Holding LLC (“Dow Multinational”), pursuant to which the Corporation agreed to sell to Dow Multinational all of its NewCo Units (the “Purchased NewCo Units”) in consideration for the issuance by Dow Multinational to the Corporation of a promissory note in an initial principal amount of $1,543,400,000, such principal amount representing the parties’ mutually agreed valuation of the Purchased NewCo Units, based on a third-party appraisal.
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: December 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 | ||