UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 28, 2018
THE DOW CHEMICAL COMPANY
(Exact name of Registrant as specified in its charter)
Delaware | 1-3433 | 38-1285128 | ||
(State or other jurisdiction of incorporation) |
Commission File Number |
(IRS Employer Identification No.) |
2211 H. H. Dow Way, Midland, Michigan | 48674 | |
(Address of principal executive offices) | (Zip code) |
(989) 636-1000
(Registrants telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure |
On November 28, 2018, The Dow Chemical Company (the Company), issued a press release announcing that it has commenced a cash tender offer (the Tender Offer) for any and all of its 8.55% Notes due May 15, 2019 (the Notes). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase and related notice of guaranteed delivery (collectively, the Tender Offer Documents) that will be sent to registered holders of the Notes and be posted online at www.gbsc-usa.com/dow/. The Tender Offer will expire at 5:00 p.m., Eastern time, on December 4, 2018, unless extended or earlier terminated.
The consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the press release furnished as Exhibit 99.1 hereto and the Tender Offer Documents by reference to a specified fixed spread for the Notes plus the yield based on the bid-side price of a specified U.S. Treasury Reference Security at 11:00 a.m., Eastern time, on December 4, 2018, unless extended.
Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on their Notes from, but not including, the last interest payment date up to, but excluding, the date the Company initially makes payment for such Notes, which date is anticipated to be December 5, 2018 (the Settlement Date). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
Description | |
99.1 | Tender Offer Press Release of The Dow Chemical Company dated November 28, 2018 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 28, 2018
The Dow Chemical Company | ||
By: | /s/ Ronald C. Edmonds | |
Ronald C. Edmonds | ||
Controller and Vice President of Controllers and Tax |
Exhibit 99.1
|
Press Information
The Dow Chemical Company Global Dow Center 2211 H.H. Dow Way Midland, MI 48674
dow.com |
Dow Announces Tender Offer for Any and All of its Outstanding 8.55% Notes due 2019
MIDLAND, Mich. November 28, 2018 The Dow Chemical Company (Dow) announced today that it has commenced a cash tender offer (the Tender Offer) for any and all of the $2,114,827,000 outstanding principal amount of its 8.55% Notes due May 15, 2019 (the Notes). The terms and conditions of the Tender Offer are more fully described in the Offer to Purchase, dated November 28, 2018 and the related Notice of Guaranteed Delivery (collectively, the Tender Offer Documents).
Certain information regarding the Notes and the pricing for the Tender Offer is set forth in the table below:
Title of Security
|
CUSIP Number
|
Principal Amount
|
U.S. Treasury
|
Bloomberg
|
Fixed Spread
| |||||
8.55% Notes due May 15, 2019 | 260543 BX 0 | $2,114,827,000 | 3.125% due May 15, 2019 | PX3 | +50 bps |
The Tender Offer will expire at 5:00 p.m., Eastern time, on December 4, 2018, unless extended or earlier terminated (such time and date, as the same may be extended, the Expiration Date). Holders of Notes must validly tender (including by Notice of Guaranteed Delivery) and not validly withdraw their Notes prior to or at the Expiration Date to be eligible to receive the Tender Offer Consideration.
Holders who validly tender their Notes may validly withdraw their tendered Notes at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement of the Tender Offer.
The Tender Offer Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to a fixed spread for the Notes specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above as quoted on the Bloomberg Bond Trader PX3 series of pages at 11:00 a.m., Eastern time, on December 4, 2018, unless extended or earlier terminated.
Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on their Notes from, but not including, the last interest payment date up to, but excluding, the date Dow initially makes payment for such Notes, which date is anticipated to be
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®TM Trademark of The Dow Chemical Company (Dow) or an affiliated company of Dow
December 5, 2018 (the Settlement Date). Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
Assuming the financing condition referred to below has been met, Dow intends to redeem any Notes not purchased pursuant to the Tender Offer in accordance with the indenture governing the Notes, which currently provides for a make-whole redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Any redemption would be made solely pursuant to a notice of redemption delivered pursuant to the indenture governing the Notes and the information in this press release is not a notice of redemption with respect to the Notes.
The consummation of the Tender Offer is conditioned upon the satisfaction or waiver of the conditions, including the financing condition, described in the Offer to Purchase.
Dow intends to use the proceeds from a concurrent private offering of notes (the New Notes Offering) toward (i) the purchase of Notes accepted in the Tender Offer and (ii) the redemption of Notes remaining outstanding following the consummation of the Tender Offer. Additional terms and conditions of the Tender Offer are set forth in the Tender Offer Documents. This press release is not an offer to sell or the solicitation of an offer to buy notes to be offered in the New Notes Offering.
The full details of the Tender Offer, including complete instructions on how to tender Notes, are included in the Tender Offer Documents. Holders are urged to read the Tender Offer Documents, including materials incorporated by reference therein, carefully before making any decision with respect to the Tender Offer. Copies of the Tender Offer Documents are available at http://www.gbsc-usa.com/dow/ or may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offer, at (866) 470-4300 (toll-free) or (212) 430-3774 (collect). Questions regarding the Tender Offer may be directed to the Dealer Managers for the Tender Offer, BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Mizuho Securities at (866) 271-7403 (toll-free) or (212) 205-7736, (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or SMBC Nikko Securities America, Inc. at (888) 284 9760 (toll-free) or (212) 224-5328 (collect).
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy any of these Notes or any other securities of Dow nor is it a solicitation for acceptance of the Tender Offer. Dow is making the Tender Offer only by, and pursuant to the terms of, the Tender Offer Documents. The Tender Offer is not being made 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. None of Dow, the Dealer Managers or the Depositary and Information Agent makes any recommendation in connection with the Tender Offer.
About Dow
Dow combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dows market-driven, industry-leading portfolio of advanced materials, industrial intermediates, and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure, and
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®TM Trademark of The Dow Chemical Company (Dow) or an affiliated company of Dow
consumer care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at www.dow.com.
Cautionary Statement About Forward-Looking Statements
Certain statements in this communication, other than purely historical information, including estimates, projections, statements relating to business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the federal securities laws, including the Securities Act, the Exchange Act and the Private Securities Litigation Reform Act of 1995. 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 believe, expect, anticipate, project, estimate, intend, may, opportunity, outlook, plan, seek, should, strategy, will, will be, will continue, will likely result, would, target 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 and expectations regarding the separations and distributions and 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 realize the expected benefits of the separations and distributions; 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; and disruptions in Dows information technology networks and systems. 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.
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 further discussion of certain important factors that could cause actual results or events to differ materially from those anticipated, please consult the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of Dow. Dow disclaims and does not assume or undertake any obligation to publicly provide revisions or updates to any which forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
For further information:
Investors: | Media: | |
Neal Sheorey | Rachelle Schikorra | |
+1 989-636-6347 | +1 989-638-4090 | |
nrsheorey@dow.com | ryschikorra@dow.com |
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