Shearman And Sterling

News Aug 26, 2020

The Dow Chemical Company's $2 Billon Notes Offering and Related Tender-Offer

Shearman & Sterling advised The Dow Chemical Company, a wholly-owned subsidiary of Dow Inc. (NYSE: DOW), in connection with Dow’s $2 billion bond offering and related cash tender offers for six series of outstanding notes of Dow and Union Carbide Corporation, a wholly-owned subsidiary of Dow.

Dow’s $2 billion bond offering consisted of $850 million of its 2.100% notes due 2030 and $1.15 billion of its 3.600% notes due 2050. Proceeds from the notes offering were used primarily to fund the redemption of indebtedness, including the repayment of up to $1.25 billion principal balance outstanding under the term loan facility of Dow Silicones Corporation, a wholly-owned subsidiary of Dow, and to finance the tender offers up to $550 million. Dow’s tender offers included the 7.375% notes due 2023 issued by Dow, 7.875% notes due 2023 and 7.500% notes due 2025 issued by Union Carbide, and 3.150% notes due 2024, 3.500% notes due 2024 and 3.625% notes due 2026 issued by Dow.

Citigroup Global Markets Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. acted as joint book-running managers on the bond offering.  BofA Securities, Inc., BNP Paribas Securities Corp. and HSBC Securities (USA) Inc. acted as dealer managers for the tender offers.

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