Barclays and Goldman, Sachs & Co. Announce Early Tender Results And Increase Maximum Tender Payment For Tender Offers For Debt Securities Of The Dow Chemical Company

NEW YORK, Sept. 16, 2015 /PRNewswire/ -- Barclays and Goldman, Sachs & Co. (the "Purchasers") today announced the early tender results of their previously announced cash tender offers (each offer, a "Tender Offer" and collectively, the "Tender Offers") to purchase a portion of the outstanding debt securities of The Dow Chemical Company ("Dow") set forth in the table below (collectively, the "Notes" and each a "series of Notes"), on the terms and conditions set forth in the Offer to Purchase, dated September 1, 2015 (the "Offer to Purchase"), and the related Letter of Transmittal (together with the Offer to Purchase, the "Tender Offer Materials").

The Purchasers also today announced that they have increased the maximum aggregate purchase price (excluding accrued and unpaid interest) for the Notes in the Tender Offers from $750,000,000 to $906,000,000. The Tender Offers will expire at 11:59 p.m., New York City time, on Tuesday, September 29, 2015 (the "Expiration Date"). Both the Withdrawal Deadline (as defined in the Offer to Purchase) and the Expiration Date remain unchanged. Because the Withdrawal Deadline has passed, Notes tendered pursuant to the Tender Offers may no longer be withdrawn, except as required by law.

This announcement amends the Tender Offer Materials to change the "Maximum Tender Payment" to $906,000,000. Other than the Maximum Tender Payment, all terms and conditions of the Tender Offers described in the Tender Offer Materials remain unchanged.  

The principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the previously announced early tender date and time of 5:00 p.m., New York City time, on September 15, 2015 (the "Early Tender Date") is specified in the table below.

The consideration to be paid in the Tender Offers for each series of Notes that are validly tendered on or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase and will be based on the present value of future payments on the applicable Notes discounted at a rate equal to the sum of the applicable fixed spread and the yield based on the bid-side price of the applicable reference security as calculated by the Purchasers at 11:00 a.m., New York City time, today (the "Price Determination Date").

Subject to all conditions to the Tender Offers having been satisfied or waived by the Purchasers, the Purchasers currently expect to accept for purchase Notes validly tendered at or prior to the Early Tender Date for a combined aggregate purchase price (excluding accrued and unpaid interest) equal to the Maximum Tender Payment.  The settlement date for Notes accepted for purchase by the Purchasers is currently expected to be September 17, 2015, one business day following the scheduled Price Determination Date (the "Early Settlement Date").  The Tender Offers are expected to be over-subscribed and, as a result, it is expected that, subject to the priorities and proration rules applicable to the Tender Offer, only Notes validly tendered and not validly withdrawn as of such date will be purchased in accordance with the terms of the Tender Offers, and that no Notes tendered after the Early Tender Date will be purchased in the Tender Offers. The amount of each series of Notes that is to be purchased on the Early Settlement Date will be determined in accordance with the Acceptance Priority Levels and, if applicable, the proration procedures described in the Tender Offer Materials, subject in each case to the Maximum Tender Payment.

The Purchasers' obligation to accept for payment, and pay for, Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, satisfaction or, where applicable, waiver of the Financing Condition, the Exchange Agreement Condition, the Internal Separation and Contribution Condition, the Distribution Condition, the Merger Condition and the general conditions, all of which are described in the Offer to Purchase. The Purchasers reserve the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or otherwise amend the Expiration Date, (iii) increase or decrease the Maximum Tender Payment, (iv) change the Acceptance Priority Level with respect to any series of Notes or (v) otherwise amend the Tender Offers in any respect.

The Information Agent and Tender Agent for the Tender Offers is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 398-1247 (U.S. toll-free) and (212) 269-5550 (banks and brokers) or [email protected]. Questions regarding the Tender Offers should be directed to Barclays at (800) 438-3242 (toll-free) or (212) 528-7581 (collect); or Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-6941 (collect). 

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Tender Offer Materials and only in such jurisdictions as is permitted under applicable law. The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Materials.

SOURCE Barclays and Goldman, Sachs & Co.