Shearman & Sterling advised The Dow Chemical Company in its public offering of approximately 130 million shares of its common stock at a price to the public of $15.00 per share as well as its $6 billion underwritten public offering of debt securities. Dow is a diversified chemical company that delivers a broad range of products and services to customers in around 160 countries.

In the public offering of approximately 130 million shares of its common stock, total potential gross proceeds to Dow and the selling stockholders is approximately $2.25 billion, including an over-allotment option of 15% fully exercised on May 7. Of these shares, approximately $1 billion in gross proceeds will be through shares offered by Dow and $1.25 billion (including over-allotment shares) will be through shares offered by accounts and funds managed by Paulson & Co. and trusts created by members of the Haas family. Including the over-allotment option, the Haas Trusts and the Paulson funds are collectively selling approximately 1.19 million of their shares of Dow’s Perpetual Preferred Stock, Series B, at par plus accrued dividends, to Dow for the shares being sold by them in the common stock offering. Dow will not receive any of the proceeds from the sale of such shares.

Of the $6 billion in notes offered, $1.35 billion aggregate principal amount are being offered by accounts and funds managed by Paulson & Co. and trusts created by members of the Haas family. The Haas Trusts and the Paulson funds are collectively selling approximately 1.31 million of their shares of Dow’s Perpetual Preferred Stock, Series B, at par plus accrued dividends, to Dow for the notes being sold by them in the debt offering. Once again, Dow will not receive any of the proceeds from the sale of such notes.

Dow intends to use the net proceeds from the debt offering for refinancings, renewals, replacements and refunding of outstanding indebtedness, including repayment of a portion of the Company’s term loan borrowings.

Together with the common stock offering, the over-allotment option, and upon consummation of the debt offering, Dow will retire all remaining Perpetual Preferred Stock, Series B from the Company’s capital structure. Eliminating these shares is immediately and significantly accretive to net income available for common shareholders.

The Shearman & Sterling team representing Dow included partners Joel Klaperman (New York-Capital Markets), Lona Nallengara (New York-Capital Markets), Larry Bambino (New York-Tax) and Doreen Lilienfeld (New York-Executive Compensation & Employee Benefits); counsel Jeffrey Salinger (New York-Property/Environmental); and associates Hae Ran Song (New York-Capital Markets), Satoko Kato (New York-Capital Markets), Dorman Yale (New York-Capital Markets), Alejandro A. Gordano (New York-Capital Markets), Tim Andison (New York-Capital Markets), Summer Kim (New York-Capital Markets), Yarden Gershony (New York-Capital Markets), Ranbir Chowdhary (New York-Capital Markets), Grissel A. Mercado (New York-Capital Markets), Shiu-Kay Hung (New York-Tax), Seth Kerschner (New York-Property/Environmental, Ken Hemler (New York-Executive Compensation & Employee Benefits), Jason Gao (New York-Capital Markets), Jennifer Val (New York-Capital Markets), and Veronica Wissel (New York-Executive Compensation & Employee Benefits).

For more information, please contact: Ron Brandsdorfer | New York | T +1.212.848.5081 |