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Dow to Redeem All Outstanding 8.55% Notes Due 2019 – Business Wire


MIDLAND, Mich.–()–The Dow Chemical Company (the “Company” or “Dow”) announced today a full
redemption of the Company’s outstanding 8.55% Notes due 2019 (the
“Notes”) issued pursuant to an Indenture dated as of May 1, 2008, as
supplemented by a first supplemental indenture dated as of November 30,
2018 (the “Indenture”) between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee. The amount of such redemption in
full shall be equal to the principal amount of such Notes that remain
outstanding following the expiration, on December 4, 2018, of a five day
any and all tender offer for such Notes, launched on November 28, 2018.

Pursuant to the terms of the Indenture, such remaining outstanding Notes
will be redeemed in full on December 30, 2018 (the “Redemption Date”) at
a redemption price equal to the greater of (1) 100% of the principal
amount thereof, and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any
portion of such interest payments accrued as of the Redemption Date),
discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate
(as defined in the Notes and determined on the third business day prior
to the Redemption Date) plus 50 basis points, as set forth in the Notes,
along with accrued and unpaid interest up to, but not including, the
Redemption Date. On the Redemption Date and upon the Company’s payment
of the redemption price, all rights of holders with respect to the Notes
being redeemed will terminate, except for the right to receive payment
of the applicable redemption price upon surrender of the Notes for
redemption.

Copies of the notice of redemption can be obtained from the Bank of New
York Mellon Trust Company, N.A. by calling Bondholder Relations at (800)
254-2826.

About Dow

Dow combines science and technology knowledge to develop premier
materials science solutions that are essential to human progress. Dow
has one of the strongest and broadest toolkits in the industry, with
robust technology, asset integration, scale and competitive capabilities
that enable it to address complex global issues. Dow’s market-driven,
industry-leading portfolio of advanced materials, industrial
intermediates, and plastics businesses deliver a broad range of
differentiated technology-based products and solutions for customers in
high-growth markets such as packaging, infrastructure, and consumer
care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), 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. More information can be found at www.dow.com.

Cautionary Statement About Forward-Looking Statements

Certain statements in this communication, other than purely historical
information, including estimates, projections, statements relating to
business plans, objectives and expected operating results, and the
assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the federal securities laws, including
the Securities Act, the Exchange Act and the Private Securities
Litigation Reform Act of 1995. In this context, forward-looking
statements often address expected future business and financial
performance, financial condition, and other matters, and often contain
words such as “believe,” “expect,” “anticipate,” “project,” “estimate,”
“intend,” “may,” “opportunity,” “outlook,” “plan,” “seek,” “should,”
“strategy,” “will,” “will be,” “will continue,” “will likely result,”
“would,” “target” and similar expressions, and variations or negatives
of these words. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the
forward-looking statements.

Forward-looking statements include, but are not limited to, expectations
as to future sales of Dow’s products; the ability to protect Dow’s
intellectual property in the United States and abroad; estimates
regarding Dow’s capital requirements and need for and availability of
financing; estimates of Dow’s expenses, future revenues and
profitability; estimates of the size of the markets for Dow’s products
and services and Dow’s ability to compete in such markets; expectations
related to the rate and degree of market acceptance of Dow’s products;
the outcome of certain Dow contingencies, such as litigation and
environmental matters; estimates of the success of competing
technologies that may become available and expectations regarding the
separations and distributions and the benefits and costs associated with
each of the foregoing.

Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Forward-looking statements are based on
certain assumptions and expectations of future events which may not be
realized and speak only as of the date the statements were made. In
addition, forward-looking statements also involve risks, uncertainties
and other factors that are beyond Dow’s control that could cause Dow’s
actual results to differ materially from those projected, anticipated or
implied in the forward-looking statements. These factors include, but
are not limited to: fluctuations in energy and raw material prices;
failure to develop and market new products and optimally manage product
life cycles; significant litigation and environmental matters; failure
to appropriately manage process safety and product stewardship issues;
changes in laws and regulations or political conditions; global economic
and capital markets conditions, such as inflation, market uncertainty,
interest and currency exchange rates, and equity and commodity prices;
business or supply disruptions; security threats, such as acts of
sabotage, terrorism or war, weather events and natural disasters;
ability to protect, defend and enforce Dow’s intellectual property
rights; increased competition; changes in relationships with Dow’s
significant customers and suppliers; unanticipated expenses such as
litigation or legal settlement expenses; unanticipated business
disruptions; Dow’s ability to predict, identify and interpret changes in
consumer preferences and demand; Dow’s ability to realize the expected
benefits of the separations and distributions; Dow’s ability to complete
proposed divestitures or acquisitions; Dow’s ability to realize the
expected benefits of acquisitions if they are completed; the
availability of financing to Dow in the future and the terms and
conditions of such financing; and disruptions in Dow’s information
technology networks and systems. Additionally, there may be other risks
and uncertainties that Dow is unable to identify at this time or that
Dow does not currently expect to have a material impact on its business.

Where, in any forward-looking statement, an expectation or belief as to
future results or events is expressed, such expectation or belief is
based on the current plans and expectations of management and expressed
in good faith and believed to have a reasonable basis, but there can be
no assurance that the expectation or belief will result or be achieved
or accomplished. For further discussion of certain important factors
that could cause actual results or events to differ materially from
those anticipated, please consult the sections entitled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q of Dow. Dow disclaims and does not assume
or undertake any obligation to publicly provide revisions or updates to
any which forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other applicable
laws.



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