Barclays and Goldman, Sachs & Co. Announce Pricing Of 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 pricing 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"), up to a maximum aggregate purchase price (excluding accrued and unpaid interest) of $906,000,000 (the "Maximum Tender Payment"), subject to the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), 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").

Holders who validly tendered and did not withdraw Notes by 5:00 p.m., New York City time, on September 15, 2015 (the "Early Tender Date") will be eligible to receive the applicable Total Consideration for Notes of that series set forth in the table below (which includes an early tender premium of $50.00 per $1,000 principal amount of the Notes), subject to the application of Acceptance Priority Levels and proration as described below and in the Tender Offer Materials.

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(1) Per $1,000 principal amount of Notes.
(2) Includes an early tender premium of $50.00 per $1,000 principal amount of the Notes.
(3) In addition, payment for Notes purchased will include accrued and unpaid interest to, but excluding, the Settlement Date.

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 was determined in the manner described in the Offer to Purchase and 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 "Total Consideration").

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").  As the Tender Offers were over-subscribed at the Early Tender Date, 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 the proration procedures described in the Tender Offer Materials, subject in each case to the Maximum Tender Payment.  The Purchasers currently expect that all $400,589,000 principal amount of tendered Notes with Acceptance Priority Level 1 will be accepted, all $181,811,000 principal amount of tendered Notes with Acceptance Priority Level 2 will be accepted and $734,073,000 principal amount of tendered Notes with Acceptance Priority Level 3 will be subject to a proration factor of approximately 38%, resulting in $278,664,000 principal amount accepted.  No Notes with Acceptance Priority Levels 4 or 5 will be purchased pursuant to the Tender Offers. Any Notes not accepted by the Purchasers due to proration and all Notes with Acceptance Priority Levels 4 or 5 will be returned promptly.

The Withdrawal Deadline has passed and has not been extended.  Notes tendered pursuant to the Tender Offers may no longer be withdrawn, except as required by law.

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.