8-KRegulation FDExhibits & Filings

DOW INC. 8-K Report, Regulation FD Disclosure (Aug 17, 2020)

Filed August 17, 2020For Securities:DOW

Summary

Dow Inc. (DOW) announced on August 17, 2020, that it has initiated cash tender offers for its debt securities and certain debt securities of its wholly-owned subsidiary, Union Carbide Corporation. The company aims to purchase up to an aggregate of $550 million of these notes. This move suggests a proactive approach by Dow to manage its outstanding debt obligations, potentially optimizing its capital structure or taking advantage of favorable market conditions for debt repurchases. Investors should note the key dates associated with these offers. The tender offers will expire on September 14, 2020, with an early tender deadline of August 28, 2020. Tendering notes before the early deadline allows for an earlier settlement date of September 1, 2020. The purchase price will be determined by a spread over a specified U.S. Treasury reference security. This action is a financial management strategy that could impact the company's leverage and interest expense.

Key Highlights

  • 1Dow Inc. launched cash tender offers to repurchase its debt and certain Union Carbide debt.
  • 2The aggregate purchase price for the tender offers is capped at $550 million.
  • 3The tender offers are set to expire on September 14, 2020.
  • 4An early tender deadline is established for August 28, 2020, with expected early settlement on September 1, 2020.
  • 5Consideration for tendered notes will be based on a fixed spread plus the yield of a specified U.S. Treasury Reference Security.
  • 6Accrued interest will be paid on accepted notes in addition to the purchase price.
  • 7This filing is made under Regulation FD Disclosure and the information is furnished, not deemed filed for liability purposes.

Frequently Asked Questions

Dow Inc. has commenced cash tender offers to purchase its own debt securities and certain debt securities issued by its subsidiary, Union Carbide Corporation. This is a strategy to repurchase some of its outstanding debt.

The company plans to purchase these debt securities up to an aggregate principal amount of $550 million.

The tender offers will expire on September 14, 2020. However, there is an 'Early Tender Deadline' on August 28, 2020. Tendering by this early date may result in an earlier settlement date.

The price for each $1,000 principal amount of notes will be determined by a specified fixed spread over the yield of a U.S. Treasury Reference Security, calculated at a specific time on August 31, 2020, unless extended.