8-KOther EventsExhibits & Filings

DOW INC. 8-K Report, Corporate Update (Dec 9, 2024)

Filed December 9, 2024For Securities:DOW

Summary

Dow Inc. (DOW) announced on December 9, 2024, a significant strategic transaction where its wholly owned subsidiary, The Dow Chemical Company (TDCC), will sell at least 40% of its infrastructure-focused subsidiary, Dow InfraCo, LLC (InfraCo), to Macquarie Asset Management's InfraPark Holdings, LLC. This initial sale is expected to generate approximately $2.4 billion in cash proceeds. The agreement also includes an option for Macquarie InfraPark to acquire an additional 9% stake within six months post-closing, potentially bringing in up to $0.6 billion more, for a total of up to 49% ownership by Macquarie. This transaction is a key move for Dow to monetize non-core infrastructure assets and strengthen its balance sheet.

Key Highlights

  • 1Dow is selling at least 40% of its infrastructure subsidiary, InfraCo, for approximately $2.4 billion in cash.
  • 2Macquarie Asset Management, through InfraPark Holdings, LLC, is the buyer.
  • 3There is an option for the buyer to purchase up to an additional 9% of InfraCo, potentially adding another $0.6 billion.
  • 4InfraCo holds non-product producing energy, environmental, pipeline, and infrastructure assets at five U.S. Gulf Coast manufacturing sites.
  • 5The transaction is subject to customary closing conditions, including regulatory approvals.
  • 6Dow will retain certain governance rights as the majority owner of InfraCo post-closing.
  • 7An agreement is in place for InfraCo to provide long-term infrastructure services to Dow.

Frequently Asked Questions

Dow is selling at least 40% of its infrastructure subsidiary, Dow InfraCo, LLC (InfraCo), to InfraPark Holdings, LLC, a subsidiary of a fund managed by Macquarie Asset Management.

Dow will receive initial cash proceeds of approximately $2.4 billion. There is a potential for an additional $0.6 billion if the buyer exercises its option to purchase up to an additional 9% of InfraCo.

InfraCo operates non-product producing energy, environmental, pipeline, and infrastructure assets located at five of Dow's or its subsidiaries' manufacturing sites on the U.S. Gulf Coast (Freeport, Texas; Texas City, Texas; Seadrift, Texas; Plaquemine, Louisiana; and St. Charles, Louisiana).

Dow will remain the majority owner of InfraCo and will have certain customary governance rights. Additionally, InfraCo will provide long-term infrastructure services to Dow under a Master Site Services Agreement.