Dow Announces U.S. Treasury Reference Security Yield, Total Consideration and Tender Offer Consideration for Its Debt Tender Offers

Business Wire

MIDLAND, Mich.--(BUSINESS WIRE)--

The Dow Chemical Company (DOW) today announced the U.S. Treasury reference security yield to maturity for its previously announced cash tender offers for certain notes issued by Dow and its subsidiary Rohm and Haas Company.

As of 2:00 p.m., New York City time, on November 13, 2013, the reference security yield to maturity, based on the bid-side price of the U.S. Treasury reference security listed in the table below, was as follows:

      Bloomberg  
Title of Security U.S. Treasury Reference Reference Security
CUSIP No./ISIN No.   Issuer   Reference Security   Page (a)   Yield to Maturity
6.00% Notes Rohm and Haas 1.375% due PX1 1.368%
due 2017 September 30, 2018
(775371AV9 /
US775371AV92)
 
5.70% Notes Dow 1.375% due PX1 1.368%
due 2018 September 30, 2018
(260543BV4 /
US260543BV48)
 

The reference security yield to maturity will be used to determine the consideration paid for the notes that are validly tendered at or prior to the early tender time (as defined below) or the expiration time (as defined below), as applicable, and accepted for purchase in the offers.

Based on the terms of the tender offers, Dow determined the tender yields, total consideration, tender offer consideration and accrued interest per $1,000 principal amount of the notes as follows:

    CUSIP        
Title of Number / Tender Total Tender Offer Accrued
Security Issuer ISIN No. Yield Consideration Consideration Interest (1)
 
6.00% notes due Rohm and Haas 775371AV9 / 1.568% $1,163.89 $1,133.89 $10.50
2017 US775371AV92
 
5.70% notes due Dow 260543BV4 / 1.768% $1,169.06 $1,139.06 $0.48
2018 US260543BV48
 

__________

(1) Based on an early settlement date of November 18, 2013.

The tender offers expire at 12:00 midnight, New York City time, on November 27, 2013, unless extended (the “expiration time”). Holders who have not already tendered their notes may continue to do so at any time prior to the expiration time. Holders who validly tender and do not withdraw their notes at or prior to 5:00 p.m., New York City time, on November 13, 2013 (the “early tender time”), and whose notes are accepted for purchase pursuant to the tender offers, will be entitled to receive the total consideration, which includes an early tender amount of $30.00 per $1,000 principal amount of notes (the “early tender amount”). Holders who do not tender their notes by the early tender time may continue to do so at any time prior to the expiration time, but such holders will not be entitled to receive the early tender amount and may not have any of their notes accepted for purchase if the tender offers are oversubscribed as of the early tender time. No notes may be withdrawn from the tender offers after 5:00 p.m., New York City time, on November 13, 2013, except as required by law.

Dow has retained BNP PARIBAS and BofA Merrill Lynch as Dealer Managers for the tender offers. Global Bondholder Services Corporation is the Information Agent and Depositary for the tender offers. For additional information regarding the terms of the tender offers, please contact: BNP PARIBAS at (888) 210-4358 (toll-free) or (212) 841-3059 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or (646) 855-3333 (collect). Requests for documents and questions regarding the tendering of notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) or (866) 470-3700 (for all others toll-free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The offers are being made solely pursuant to the offer to purchase and related documents made available to holders of the notes.

About Dow

Dow (DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The Company connects chemistry and innovation with the principles of sustainability to help address many of the world's most challenging problems such as the need for clean water, renewable energy generation and conservation, and increasing agricultural productivity. Dow's diversified industry-leading portfolio of specialty chemical, advanced materials, agrosciences and plastics businesses delivers a broad range of technology-based products and solutions to customers in approximately 160 countries and in high growth sectors such as electronics, water, energy, coatings and agriculture. In 2012, Dow had annual sales of approximately $57 billion and employed approximately 54,000 people worldwide. The Company's more than 5,000 products are manufactured at 188 sites in 36 countries across the globe. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.

Rohm and Haas Company has been a wholly owned subsidiary of The Dow Chemical Company since 2009.

Note: The forward-looking statements contained in this document involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Contact:
For editorial information:
The Dow Chemical Company
Rebecca Bentley
+1 (989) 638-8568
rmbentley@dow.com


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