Shearman & Sterling advised The Dow Chemical Company (Dow) in connection with its Rule 144A/Regulation S offering of $500 million 4.550% notes due 2025, $600 million 4.800% notes due 2028 and $900 million 5.550% notes due 2048, and the related five business day tender offer for any and all of Dow’s outstanding 8.55% notes due 2019. In connection with the notes offering, Dow entered into a registration rights agreement, which requires Dow to file an exchange offer registration statement with the SEC with respect to offers to exchange the notes.

Dow used the net proceeds from this offering to fund the purchase of its 8.55% notes due 2019 pursuant to the tender offer, commenced on November 28, 2018 with a final settlement on December 7, 2018, and intends to use the remaining net proceeds to fund the subsequent redemption of any 8.55% notes due 2019 that remain outstanding following the tender offer.

The Dow Chemical Company combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow is a subsidiary of DowDuPont, a holding company comprised of Dow and DuPont, with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. Dow is a global company, headquartered in Midland, Michigan.

The Team