Dow Takes Action to Improve Capital Structure, Announces $1.625 Billion Public Common Stock Offering
Midland, MI - May 05, 2009
The Dow Chemical Company (NYSE: DOW) announced today it has commenced a public offering of the Company's common stock in which it will raise approximately $1.625 billion of capital.
Of the total capital raised, approximately $1 billion will be through shares offered by the Company and approximately $625 million will be through shares offered by accounts and funds managed by Paulson & Co. and trusts created by members of the Haas Family. These investors have agreed to sell a portion of their shares of Dow's Perpetual Preferred Stock, Series B to Dow at par plus accrued dividends for shares of common stock which are subsequently being sold in the offering.
The selling stockholders have granted the underwriters a 30-day option to purchase an additional number of shares equal to 15 percent of the total number of shares offered to cover over-allotments.
Dow intends to use the $1 billion of proceeds it will receive from the offering to repay a portion of its $9.2 billion term loan agreement borrowings, under which it used to pay a portion of the purchase price for its recent acquisition of Rohm and Haas Company.
"Today's offering will not only strengthen our balance sheet and improve our financial flexibility, but it is also very consistent with the objectives of our de-leveraging plan, which is designed to pay off our bridge financing facility by the end of this year," said Andrew N. Liveris, Dow's chairman and chief executive officer.
In addition to the equity offering, Dow is also considering a potential benchmark offering of senior unsecured notes in a registered public offering, subject to market conditions. The Company stressed that the consummation of the common stock offering is not conditioned upon the concurrent completion of the senior notes offering, and vice versa.
Morgan Stanley, Citi, Merrill Lynch & Co., and HSBC Securities (USA) Inc. are acting as joint book-running managers for the offering.
The offering will be made pursuant to the Company's effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Investors should read the preliminary prospectus supplement and the accompanying prospectus for more complete information about Dow and the offering. These documents can be obtained free of charge by visiting IDEA on the SEC's website at www.sec.gov. Alternatively, copies can be obtained from: Morgan Stanley & Co. Incorporated, Attention: Prospectus Department, 180 Varick Street, New York, NY 10014 (1-866-718-1649, email address: prospectus@morganstanley.com); Citi at Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220 (1-800-831-9146); Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, NY 10080, (1-212-449-1000); and from HSBC Securities (USA) Inc., Attention: Prospectus Department, 425 Fifth Avenue, New York, NY 10018, (1-212-525-0860 or 1-866-811-8049, email address: ny.equity.syndicate@us.hsbc.com).
This news release shall not constitute an offer to sell, or a solicitation of an offer to purchase, the Company's common stock or any other securities of the Company and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
About Dow
Dow is a diversified chemical company that combines the power of science and technology with the "Human Element" to constantly improve what is essential to human progress. The Company delivers a broad range of products and services to customers in around 160 countries, connecting chemistry and innovation with the principles of sustainability to help provide everything from fresh water, food and pharmaceuticals to paints, packaging and personal care products. On April 1, 2009, Dow acquired Rohm and Haas Company, a global specialty materials company. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.
Note: This press release contains forward-looking statements that involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company's expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.
For Editorial Information:
Bob Plishka
The Dow Chemical Company
+1 989 638 2288