8-KOther EventsExhibits & Filings

DOW INC. 8-K Report, Corporate Update (May 20, 2019)

Filed May 20, 2019For Securities:DOW

Summary

On May 20, 2019, Dow Inc. (Dow) announced the completion of a $2.0 billion notes offering. This issuance comprises three tranches: $500 million in 3.150% Notes due 2024, $750 million in 3.625% Notes due 2026, and $750 million in 4.800% Notes due 2049. These notes are senior unsecured obligations of The Dow Chemical Company, a wholly owned subsidiary, and were placed with qualified institutional buyers and non-U.S. persons in a private placement. The company has also entered into a Registration Rights Agreement, committing to register these notes within 365 days through an exchange offer, or potentially a shelf registration, to allow for resales under the Securities Act. Failure to meet these registration obligations could result in additional interest payments on the notes.

Key Highlights

  • 1Dow Inc. successfully raised $2.0 billion through the issuance of senior unsecured notes.
  • 2The offering consists of three distinct tranches with varying maturities and coupon rates: 2024 (3.150%), 2026 (3.625%), and 2049 (4.800%).
  • 3The notes were issued privately under Rule 144A to qualified institutional buyers and to non-U.S. persons under Regulation S.
  • 4The Dow Chemical Company, a subsidiary, is the obligor on these notes.
  • 5A Registration Rights Agreement is in place, obligating Dow to register the notes via an exchange offer within 365 days.
  • 6Penalties, in the form of additional interest, may apply if Dow fails to meet its registration obligations.
  • 7This issuance represents a significant financing activity for Dow, impacting its capital structure.

Frequently Asked Questions

The filing does not explicitly state the purpose of the offering. However, raising significant capital through debt issuance typically supports general corporate purposes, such as funding operations, capital expenditures, acquisitions, or refinancing existing debt.

The offering includes $500 million of 3.150% Notes due 2024, $750 million of 3.625% Notes due 2026, and $750 million of 4.800% Notes due 2049. These are senior unsecured obligations of The Dow Chemical Company.

The Registration Rights Agreement mandates that Dow must register these privately placed notes with the SEC within 365 days, typically through an exchange offer for publicly tradable notes. This is crucial for investors who purchased the notes privately, as it allows them to eventually sell their holdings more freely in the public market. If Dow fails to meet these obligations, it may have to pay increased interest on the notes, acting as a penalty.

The notes were sold in a private placement to qualified institutional buyers in the U.S. (under Rule 144A) and to non-U.S. persons outside the United States (under Regulation S).